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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

(Rule 14a-101)

Proxy Statement Pursuant to Section 14(a) of the Securities

Exchange Act of 1934 (Amendment No.)

Filed by the Registrant                                 þ

Filed by a Party other than the Registrant   ¨

Check the appropriate box:

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Pier 1, Bay 1

San Francisco, California 94111

March 23, 2012

Dear Stockholder:

You are cordially invited to attend the 2012 Annual Meeting of Stockholders of Prologis, Inc. which will be held on May 3, 2012 at 2:00 p.m., Pacific time, at Prologis’ corporate headquarters in San Francisco, California. Details of the business to be conducted at the meeting and information about the annual meeting and the matters on which the stockholders will act are included in the Notice of 2012 Annual Meeting of Stockholders and Proxy Statement that follow.

Your vote is important. Whether or not you plan to attend the annual meeting, it is important that your shares be represented and voted at the annual meeting. We urge you to promptly vote or authorize your proxy to vote electronically through the Internet, by telephone or, if you have requested and received a printed copy of the proxy statement, by completing, signing, dating, and returning the proxy card enclosed with the proxy statement. Returning your proxy card does not deprive you of your right to attend the meeting and vote your shares in person.

We are pleased to be furnishing proxy materials to our stockholders primarily on the Internet instead of delivery by mail. We believe that electronic delivery should expedite stockholders’ receipt of proxy materials, while also lowering the cost of delivery and reducing the environmental impact of our annual meeting.

As of today, we have mailed to our stockholders a Notice of Annual Meeting and Internet Availability of Proxy Materials containing instructions on how to access our 2012 Proxy Statement and 2011 Annual Report and vote online. This notice also includes instructions on how to receive the proxy materials through e-mail and how to receive printed copies of the proxy materials through the mail. If you received your annual meeting materials through e-mail, the e-mail contained voting instructions and links to the 2012 Proxy Statement and 2011 Annual Report on the Internet, which are both available electronically at www.proxyvote.com.

We encourage you to read our 2011 Annual Report and hope you will find it interesting and useful.

On behalf of the board of directors, we would like to express our appreciation for your continued interest in Prologis.

Sincerely,
HAMID R. MOGHADAM				WALTER C. RAKOWICH
Chairman and Co-Chief Executive Officer				Co-Chief Executive Officer and Director

This proxy statement and accompanying form of proxy are first being made available to you on or about March 23, 2012.

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NOTICE OF 2012 ANNUAL MEETING

OF STOCKHOLDERS

2:00 p.m, May 3, 2012

Prologis Corporate Headquarters

Pier 1, Bay 1

San Francisco, California 94111

March 23, 2012

To our Stockholders:

The 2012 annual meeting of stockholders of Prologis, Inc. will be held at our corporate headquarters at Pier 1, Bay 1, San Francisco, California 94111, May 3, 2012 at 2:00 p.m., Pacific time, for the following purposes:

Holders of shares of our common stock of record at the close of business on March 9, 2012 are entitled to notice of and to vote at the annual meeting of stockholders and any adjournment(s) or postponement(s) thereof.

It is important that your shares be represented and voted at the annual meeting. You can vote your shares by proxy through the Internet, by telephone or by mail using the instructions on our proxy card. Any proxy may be revoked in the manner described in the accompanying proxy statement at any time prior to its exercise at the annual meeting. As of today, we have mailed to our stockholders a Notice of Annual Meeting and Internet Availability of Proxy Materials containing instructions on how to access our 2012 proxy statement and 2011annual report to stockholders on the Internet and also how to vote on the Internet. The notice also provides instructions on how you can request a printed copy of these documents if you desire. If you received your annual materials by e-mail, the e-mail contains voting instructions and links to the proxy statement and annual report on the Internet.

Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting of Stockholders to be held on May 3, 2012

The 2012 proxy materials and our 2011 Annual Report are available at www.proxyvote.com.

On behalf of the Board of Directors,

EDWARD S. NEKRITZ

Chief Legal Officer, General Counsel, and Secretary

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PROXY STATEMENT

2012 ANNUAL MEETING OF STOCKHOLDERS

Pier 1, Bay 1, San Francisco, California 94111

INFORMATION CONCERNING THE PROXY MATERIALS AND THE ANNUAL MEETING

The board of directors, also referred to as the “board”, is soliciting proxies to be voted at the 2012 annual meeting of stockholders and at any adjournment(s) or postponement(s) thereof. Our annual meeting of stockholders will be held on May 3, 2012 at our corporate headquarters, which are located at Pier 1, Bay 1, San Francisco, California 94111, beginning at 2:00 p.m., Pacific time.

In accordance with the rules of the Securities and Exchange Commission (“SEC”), instead of mailing a printed copy of our proxy materials to each stockholder of record or beneficial owner, we are now furnishing proxy materials (our 2012 Proxy Statement and our 2011 Annual Report to stockholders, which includes our Annual Report on Form 10-K) by providing access to such documents through the Internet. Our stockholders will not receive printed copies of the proxy materials unless they elect this form of delivery or they are participants in the Prologis 401(k) Savings Plan (“401(k) Plan”). Printed copies will be provided upon request at no charge by submitting a written notice to Investor Relations, Prologis, Inc., Pier 1, Bay 1, San Francisco, California 94111.

The Notice of Annual Meeting and Internet Availability of Proxy Materials (Notice of Internet Availability) was mailed to our stockholders in lieu of mailing the printed proxy materials and instructs our stockholders as to how they may: (i) access and review all of the proxy materials through the Internet; (ii) submit their proxy; and (iii) receive printed proxy materials.

Stockholders may request to receive printed proxy materials by mail or electronically by e-mail on an ongoing basis by following the instructions included in the Notice of Internet Availability. Providing future proxy materials by e-mail will save us some of the costs associated with printing and delivering the materials and will reduce the environmental impact of our annual meetings. An election to receive proxy materials by e-mail will remain in effect until such time as the stockholder elects to terminate it.

Your vote is very important.    For this reason, the board of directors is requesting that you permit your common stock to be represented and voted at the annual meeting by the proxies named on the proxy card. This proxy statement contains important information for you to consider when deciding how to vote on the matters brought before the meeting. Please read it carefully.

You can ensure that your shares are voted at the annual meeting by authorizing your proxy through the Internet, by telephone or by completing, signing, dating, and returning the printed proxy card provided with printed materials. If you are a stockholder of record, you may still attend the annual meeting and vote despite having previously authorized your proxy by any of these methods. A stockholder of record who gives a proxy may revoke it at any time before it is exercised by voting in person at the annual meeting, by delivering a subsequent proxy, by notifying the inspector of election in writing of such revocation, or, if previous instructions were given through the Internet or by telephone, by providing new instructions by the same means. If you requested printed proxy materials by mail, these materials also include the proxy card for the annual meeting. Stockholders must bring proof of current ownership of our common stock to be admitted to and attend the 2012 annual meeting.

For shares held in “street name” through a broker or other nominee, the broker or nominee is not permitted to exercise voting discretion with respect to certain of the matters to be acted upon. Thus, if stockholders do not give their broker or nominee specific instructions, their shares will not be voted on those matters and will not be counted in determining the number of shares necessary for approval. Shares represented by such “broker non-votes” will, however, be counted in determining whether there is a quorum.

Prior to June 3, 2011, we were known as AMB Property Corporation (“AMB”). On June 3, 2011, we merged with ProLogis (which we will refer to as the “Trust”). While we were the surviving legal entity, effective with the merger we changed our name to Prologis, Inc. References herein to “we,” “us,” “our,” the “company,” and “Prologis” refer to Prologis, Inc. and its subsidiaries, unless the context otherwise requires.

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QUESTIONS AND ANSWERS

Proposal 1. To elect eleven directors to our board of directors to serve until the next annual meeting of stockholders and until their successors are duly elected and qualified;

Proposal 2. Advisory vote to approve of the company’s executive compensation for 2011;

Proposal 3. Advisory vote on the frequency of future advisory votes on the company’s executive compensation;

Proposal 4. To approve and adopt the Prologis, Inc. 2012 Long-Term Incentive Plan;

Proposal 5. To approve and adopt an amendment to our Articles of Incorporation to increase the number of shares of common stock that we have the authority to issue by 500,000,000 shares; and

Proposal 6. To ratify the appointment of KPMG LLP as our independent registered public accounting firm for the year 2012.

We will also consider other matters that may properly come before the annual meeting.

A summary of the proposals and the voting requirements with respect to each proposal are contained elsewhere in this proxy statement.

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If you are present at the annual meeting in person or by proxy, but you abstain from voting on any or all proposals, your shares are still counted as present and entitled to vote for purposes of determining a quorum.

“Broker non-votes” are also counted as present and entitled to vote for purposes of determining a quorum. A broker non-vote occurs when a nominee holding shares of our common stock for a beneficial owner is present at the meeting, in person or by proxy, and entitled to vote, but does not vote on a particular proposal because the nominee does not have discretionary voting power with respect to that item and has not received instructions on how to vote from the beneficial owner.

Most of our stockholders hold their shares in street name through a broker, bank, trustee or other nominee rather than directly in their own name. In that case, you are considered the beneficial owner of shares held in street name, and a Notice of Internet Availability or printed proxy materials are being forwarded to you together with a voting instruction card. As the beneficial owner, you are also invited to attend the annual meeting. However, because a beneficial owner is not the stockholder of record, you may not vote these shares in person at the annual meeting unless you obtain a “legal proxy” from the broker, bank, trustee or nominee that holds your shares, which will give you the right to vote the shares at the annual meeting. You will need to contact your broker, bank, trustee, or nominee to obtain a legal proxy, and you will need to bring it to the annual meeting in order to vote in person.

By Telephone or through the Internet — If you have telephone or Internet access, you may submit your proxy by following the instructions included with your proxy materials or, if you requested a printed copy of the proxy materials, on the proxy card.

By Mail — If you requested a printed copy of the proxy materials, you may submit your proxy by mail by signing the proxy card, or, for shares held in street name, by following the voting instruction card included by your broker, bank, trustee or nominee and mailing it in the enclosed, postage-paid envelope. If you provide specific voting instructions, your shares will be voted as you have instructed.

The Internet and telephone proxy voting facilities for stockholders of record will close at 11:59 p.m., Eastern Time, on May 2, 2012, unless the meeting is postponed or adjourned, in which case such voting facilities may remain open or be reopened until the day before the postponed or adjourned meeting.

The availability of telephone and Internet voting for beneficial owners will depend on the voting processes of your broker, bank, trustee or nominee. Therefore, we recommend that you follow the voting instructions in the materials you accessed through the Internet or received by mail.

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If you vote by telephone or through the Internet, you do not have to return a proxy card or voting instruction card.

The Internet and telephone proxy voting procedures are designed to authenticate stockholders by use of a control number and to allow stockholders to confirm that their instructions have been properly recorded. The method by which you vote will in no way limit your right to vote at the annual meeting if you later decide to attend the annual meeting in person.

All shares that have been properly voted and not revoked will be voted at the annual meeting.

If you hold your shares in street name through a broker, bank, trustee, or other nominee and do not provide your broker with specific voting instructions, your broker will have discretion to vote such shares on routine matters, but not on non-routine matters. Your broker will not have the authority to vote your shares with respect to Proposals 1, 2, 3, 4, or 5 because those matters are considered non-routine.

If no voting instructions are received from you, and you hold your shares in street name, your broker will not turn in a proxy card for shares held in street name on the non-routine matters proposed at our annual meeting.

If you hold shares in your 401(k) Plan account and do not provide the trustee of our 401(k) Plan with specific voting instructions, the trustee will vote all uninstructed shares held in our 401(k) Plan in the same proportion as how instructed shares held in the 401(k) Plan are voted.

You may also access an electronic copy of our 2011 Annual Report at the Investor Relations page of our website, http://ir.prologis.com/annuals.cfm.

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In accordance with the rules and regulations of the SEC and the New York Stock Exchange (“NYSE”), we will also reimburse brokerage firms and other custodians, nominees, and fiduciaries for their expenses incurred in sending proxies and proxy materials to the beneficial owners of shares of our common stock.

NO PERSON IS AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY REPRESENTATIONS OTHER THAN THOSE CONTAINED IN THIS PROXY STATEMENT AND, IF GIVEN OR MADE, SUCH INFORMATION MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED. THE DELIVERY OF THIS PROXY STATEMENT SHALL, UNDER NO CIRCUMSTANCES, CREATE ANY IMPLICATION THAT THERE HAS BEEN NO CHANGE IN THE AFFAIRS OF PROLOGIS, INC. SINCE THE DATE OF THIS PROXY STATEMENT.

Deadline for Submitting Stockholder Proposals for Inclusion in our 2013 Proxy Statement.    Rule 14a-8 of the Securities Exchange Act of 1934 (the “Exchange Act”) provides that certain stockholder proposals must be included in the proxy statement for our annual meeting. For a stockholder proposal to be considered for inclusion in the 2013 proxy statement for our 2013 annual meeting, it must be received at our principal executive offices no later than November 23, 2012. The proposal must comply with the SEC regulations under Rule 14a-8 of the Exchange Act regarding the inclusion of stockholder proposals in our proxy materials. Proposals and nominations should be addressed to Edward S. Nekritz, Secretary, Prologis, Inc., Pier 1, Bay 1, San Francisco, CA 94111.

Deadline for Submitting Stockholder Proposals or Director Nominations not to be Included in our 2013 Proxy Statement.    If you intend to present a proposal or nomination for director at our 2013 annual meeting, but you do not intend to have it included in our 2013 proxy statement, the notice of nomination or proposal must be delivered to, or mailed and received by, us at our principal executive offices between January 3, 2013 and February 2, 2013.

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If, however, the date of the 2013 annual meeting is advanced or delayed by more than 30 days from May 3, 2013, we must receive the notice of nomination or proposal not more than 120 days prior to the date of the 2013 annual meeting and not less 90 days prior to the date of the 2013 annual meeting.

If less than 100 hundred days’ notice or prior public disclosure of the date of the 2013 annual meeting (which was advanced or delayed by more than 30 days from May 3, 2013) is given or made to stockholders, the deadline to receive the notice of nomination or proposal is the close of business on the 10th day following the day on which notice of the 2013 annual meeting date was mailed or publicly disclosed. Proposals and nominations should be addressed to Edward S. Nekritz, Secretary, Prologis, Inc., Pier 1, Bay 1, San Francisco, CA 94111.

As set forth in our Bylaws, for stockholder proposals other than director nominations, such stockholder’s notice must contain, among other things, with respect to each proposed matter:

Please review our Bylaws for more information regarding requirements to submit a stockholder proposal outside of Rule 14a-8.

As set forth in our Bylaws, for director nominations, a stockholder’s notice must contain, among other things, with respect to each proposed nominee:

We may require a proposed nominee to furnish other information to determine the eligibility of such proposed nominee to serve as one of our directors, including, without limitation, information regarding the skills, qualifications, and experience of a proposed nominee, as well as the other items set forth under “Board of Directors and Committees — Board Governance and Nomination Committee” below. Please review our Bylaws for more information regarding requirements to nominate directors.

Copy of Bylaws.    A copy of the full text of our Bylaws may be obtained without charge by writing Edward S. Nekritz, Secretary, Prologis, Inc., Pier 1, Bay 1, San Francisco, California 94111.

The date of this proxy statement is March 23, 2012.

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SUMMARY OF PROPOSALS SUBMITTED FOR VOTE

Nominees:    At the annual meeting you will be asked to elect to the board of directors the eleven persons nominated by the board of directors. The directors will be elected to one-year terms and will hold office until the 2013 annual meeting and until their successors are elected and qualify.

Vote Required:    You may vote for, vote against or abstain from voting for any of the director nominees. Assuming a quorum is present, to elect a particular director nominee, the number of votes cast “For” a director nominee by the holders of shares entitled to vote on the election the directors and represented in person or by proxy at the annual meeting must exceed the number of such votes cast “Against” the director nominee. Abstentions and broker non-votes, if any, will have no effect on the outcome. A more detailed description of the majority voting procedures is provided below. Abstentions and broker non-votes, if any, will have no effect on the outcome of the proposal.

Advisory Vote to Approve Executive Compensation for 2011:    At the annual meeting you will be asked to approve a resolution on the company’s executive compensation for 2011 as reported in this proxy statement. Because your vote is advisory, it will not be binding upon the board. Although non-binding, we value the opinions of our stockholders and will review and consider the voting results when making future executive compensation decisions.

Vote Required:    You may vote for, vote against or abstain from voting to approve the resolution on the company’s executive compensation for 2011. Assuming a quorum is present, to be approved by the stockholders, the proposal must receive the affirmative vote of a majority of the shares of common stock having voting power present in person or by proxy at the annual meeting. Abstentions and broker non-votes are considered voting power present in person or by proxy and thus will have the same effect as votes “Against” the proposal.

Advisory Vote on the Frequency of Future Advisory Votes:    At the annual meeting you will be asked vote on whether future advisory votes on executive compensation, such as the one set forth in proposal 2, should occur every year, every two years or every three years.

Vote Required:    You will be able to specify, through your vote, one of four choices on your proxy card: one year, two years, three years or abstain. Stockholders are not voting on whether they approve or disapprove the board’s recommendation but rather to indicate their own choice of the frequency options. The frequency of future advisory votes on executive compensation will be the frequency receiving the greatest number of votes at the annual meeting. Abstentions and broker non-votes, if any, will have no effect on the outcome of the proposal.

Approve and Adopt the Prologis, Inc. 2012 Long-Term Incentive Plan:    At the annual meeting you will be asked to approve and adopt the Prologis, Inc. 2012 Long-Term Incentive Plan.

Vote Required:    You may vote for, vote against or abstain from voting on approving and adopting the Prologis, Inc. 2012 Long-Term Incentive Plan. Assuming a quorum is present, the affirmative vote of a majority of the common shares voted on the proposal at the meeting in person, or by proxy will be required

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to approve the Prologis, Inc. 2012 Long-Term Incentive Plan, provided that the total vote cast on the proposal represents over 50% of all shares entitled to vote on the proposal. Abstentions and broker non-votes, if any, will have no effect on the outcome of the proposal, except that if at least a majority of the shares entitled to vote do not vote on the proposal, broker non-votes and abstentions will have the effect of votes “Against” the proposal.

Approve and Adopt an Amendment to our Articles of Incorporation to Increase the Authorized Shares of Common Stock:    At the annual meeting you will be asked to approve and adopt an amendment to our Articles of Incorporation to increase the number of shares of common stock that we have the authority to issue by 500,000,000 shares bringing the total authorized shares of common stock to 1,000,000,000.

Vote Required:    You may vote for, vote against or abstain from voting on approving and adopting an amendment to our Articles of Incorporation to increase the number of shares of common stock. Assuming a quorum is present, the affirmative vote, in person or by proxy, of two-thirds of the outstanding shares of common stock will be required to approve and adopt the amendment to the Articles of Incorporation. Abstentions and broker non-votes are considered voting power present in person or by proxy and thus will have the same effect as votes “Against” the proposal.

Independent Registered Public Accounting Firm:    At the annual meeting you will be asked to ratify the audit committee’s appointment of KPMG LLP as the company’s independent registered public accounting firm for the year 2012.

Vote Required:    You may vote for, vote against, or abstain from voting on ratifying the appointment of the independent registered public accounting firm. Assuming a quorum is present, the affirmative vote of a majority of the shares of common stock voted on the proposal at the meeting, in person, or by proxy, will be required to ratify the audit committee’s appointment of the independent registered public accounting firm. Abstentions and broker non-votes, if any, will have no effect on the outcome of the proposal.

Abstentions and broker non-votes are counted for purposes of determining whether a quorum is reached.

The board of directors unanimously recommends that the stockholders vote FOR proposals 1, 2, 4, 5, and 6 and vote for future advisory votes on executive compensation to be held EVERY year (proposal 3).

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The board of directors currently consists of 11 directors. At the 2012 annual meeting of stockholders, all 11 director nominees are standing to be elected to hold office until the 2013 annual meeting and until their successors are duly elected and qualified. The shares represented by the proxies received will be voted for the election of each of the nominees named below, unless you indicate in the proxy that your vote should be cast against any or all of them or that you abstain from voting. Each nominee elected as a director will continue in office until his or her successor has been duly elected and qualified, or until the earliest of his or her resignation, retirement or death. The 11 nominees for election at the 2012 annual meeting, all proposed by the board, are listed below with brief biographies. They are all now current directors. We do not know of any reason why any nominee would be unable or unwilling to serve as a director. However, if a nominee becomes unable to serve or will not serve, proxies may be voted for the election of such other person nominated by the board as a substitute or the board may reduce the number of directors.

Our Bylaws provide that the vote required for election of directors is a “majority vote of the votes cast” in uncontested elections of directors. Accordingly, directors are required to be elected by the majority of votes cast by the shares present in person or represented by proxy with respect to such director in uncontested elections. A majority of the votes cast means that the number of shares voted “For” a director nominee by the holders of shares entitled to vote on the election of directors and represented in person or by proxy at the annual meeting must exceed the number of such shares voted “Against” the director nominee. Abstentions and broker non-votes, if any, will have no effect on the outcome of the proposal. In a contested election (where a determination is made that the number of director nominees is expected to exceed the number of directors to be elected at a meeting), the vote standard will be a plurality of the votes cast with respect to such director. In the event of a contested election where the plurality vote standard applies, stockholders shall be permitted to vote only “for” a director nominee or to designate their vote be “withheld” from such nominee.

If a nominee who is serving as a director is not elected by a majority vote at the annual meeting, then, under Maryland law, such director would continue to serve as a “holdover director.” Under our Bylaws, any director who fails to be elected by a majority vote shall tender his or her resignation to the board, subject to acceptance by the board. The board governance and nomination committee will make a recommendation to the board on whether to accept or reject the resignation, or whether other action should be taken. The board will then act on the board governance and nomination committee’s recommendation and publicly disclose its decision and the rationale behind it within 90 days from the date of the certification of election results or, if the resignation is not accepted, the director will continue to serve until the next annual meeting and until the director’s successor is duly elected and qualifies. The director who tenders his or her resignation will not participate in the board’s decision. Non-incumbent directors who are not elected at the annual meeting would not become directors and would not serve on the board as a “holdover director.”

The board of directors has affirmatively determined that all of the director nominees, other than Hamid R. Moghadam and Walter C. Rakowich, are independent directors in accordance with NYSE rules, our governance guidelines, and our Bylaws, which are discussed in more detail below.

Each of the nominees has consented to be named in this proxy statement and to serve as a director if elected. Information about each nominee’s share ownership is presented below under “Information Relating to Stockholders, Directors, Nominees, and Executive Officers.”

The board of directors unanimously recommends that the stockholders vote FOR the election of each nominee.

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		Hamid R. Moghadam.    Chairman of the Board since January 2000, Director since November 1997   Board Committees: Executive   Mr. Moghadam, 55, has been our co-chief executive officer since June 2011. He is the co-founder of AMB and was AMB’s chief executive officer from November 1997 (from the time of its initial public offering) to June 2011 when AMB merged with ProLogis.   Mr. Moghadam is a Trustee of Stanford University and serves on the Executive Committee of the Board of Directors of the Urban Land Institute. Mr. Moghadam holds Bachelor’s and Master’s degrees in Engineering from the Massachusetts Institute of Technology and a Master of Business Administration from the Graduate School of Business at Stanford University. Mr. Moghadam’s day-to-day leadership of the company since 1983 provides our board with a particular expertise in strategic planning, executive management, industry perspective, investment management, capital allocation, and overall risk management.
		George L. Fotiades.    Director since June 2011 (prior to the merger of AMB and ProLogis, served as trustee of ProLogis from December 2001 to June 2011)   Board Committees: Compensation (Chair)   Mr. Fotiades, 58, has been the chairman, Healthcare Investments at Diamond Castle Holdings, a private equity investment firm, since April 2007. Mr. Fotiades was chairman of Catalent Pharma Solutions, Inc., a provider of advance technologies for pharmaceutical, biotechnology, and consumer health companies from June 2007 to February 2010. Mr. Fotiades serves as a member of the board of AptarGroup, Inc. and as vice chairman of the board of Cantel Medical Corp. He previously served on the board of Alberto-Culver Company.   Mr. Fotiades was previously the president and chief operating officer of Cardinal Health, Inc. and also served as president and chief executive officer of Cardinal’s Pharmaceutical Technologies and Services segment. Mr. Fotiades has also served as president of Warner-Lambert’s consumer healthcare business, as well as in other senior positions at Bristol-Myers Squibb, Wyeth, and Procter & Gamble. Mr. Fotiades holds a Master of Management from The Kellogg School of Management at Northwestern University and a Bachelor of Arts from Amherst College. As a result of these and other professional experiences, Mr. Fotiades brings extensive experience in executive management of global operations, strategic planning, and sales and marketing to our board.

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		Christine N. Garvey.    Director since June 2011 (prior to the merger of AMB and ProLogis, served as trustee of ProLogis from September 2005 to June 2011)   Board Committees: Audit   Ms. Garvey, 66, retired from Deutsche Bank AG, a global investment bank, in May 2004, where she served as global head of corporate real estate services at Deutsche Bank AG London from May 2001 until her retirement. She was a consultant to Deutsche Bank AG from 2004 to 2006. Ms. Garvey serves as a member of the boards of HCP, Inc., Toll Brothers, Inc., MPG Office Trust, Inc. (all real estate investment companies), and UnionBanCal Corporation, a wholly-owned subsidiary of the Bank of Tokyo-Mitsubishi. She previously served on the board of Hilton Hotels Corporation.   Ms. Garvey was previously vice president, worldwide real estate and workplace resources for Cisco Systems, Inc. and also held several positions with Bank of America, including group executive vice president and head of national commercial real estate services. Ms. Garvey was a member of the board of Catellus Development Corporation prior to its merger with ProLogis in 2005. Ms. Garvey holds a Juris Doctor degree from Suffolk University Law School and a Bachelor of Arts, magna cum laude, from Immaculate Heart College in Los Angeles. As a result of these and other professional experiences, Ms. Garvey brings extensive experience in real estate investments, strategic planning, corporate finance, legal issues, and, through her service on audit committees of public companies, audit and accounting experience to our board.
		Lydia H. Kennard.    Director since August 2004   Board Committees: Board Governance and Nomination (Chair)   Ms. Kennard, 57, is president and chief executive officer of KDG Construction Consulting, a provider of project and construction management services, and a principal of Airport Property Ventures, LLC, an aviation focused real estate operating and development company. Ms. Kennard serves on the boards of Intermec, Inc., an automated identification and data collection company, and URS Corporation, a provider of engineering, construction and technical services.   Ms. Kennard served as executive director of Los Angeles World Airports, a system of airports comprising Los Angeles International, Palmdale Regional, and Van Nuys General Aviation Airports from 1999 to 2003 and again from 2005 to 2007. From 1994 to 1999, she served as the system’s deputy executive for design and construction. She previously served on the board of Indymac Bancorp, Inc. Ms. Kennard holds a Juris Doctor degree from Harvard University, a Master’s degree in city planning from Massachusetts Institute of Technology, and a Bachelor of Science in urban planning and management from Stanford University. As a result of these and other professional experiences, Ms. Kennard brings extensive experience in real estate management and development, executive management, knowledge of the airport and aviation industries, and urban planning to our board.

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		J. Michael Losh.    Director since January 2003   Board Committees: Audit (Chair)   Mr. Losh, 65, spent 36 years with General Motors Corporation, an automobile manufacturer, most recently as executive vice president and chief financial officer from July 1994 to August 2000 and as chairman of GMAC, General Motors’ financial services group, from July 1994 to April 1999. Mr. Losh serves on the boards of Care Fusion Corporation, a medical devices company, where he is presiding director, AON Corporation, an insurance and risk management company, Masco Corporation, a home improvement and building products company, H.B. Fuller Company, a chemical manufacturer, and TRW Automotive Holdings Inc., an automotive products company.   Mr. Losh served as interim chief financial officer of Cardinal Health, Inc., a health care products and services company, from July 2004 to May 2005 and served on its board from 1996 until September 2009. Mr. Losh holds a Master in Business Administration from Harvard University and a Bachelor of Science in mechanical engineering from Kettering University. As a result of these and other professional experiences, Mr. Losh brings extensive experience in executive management, strategic planning, corporate finance, and, through his service on audit committees of public companies, audit and accounting experience to our board.
		Irving F. Lyons III.    Lead Independent Director since June 2011 (prior to the merger of AMB and ProLogis, served as trustee of ProLogis from September 2009 to June 2011 and from March 1996 to May 2006)   Board Committees: Executive   Mr. Lyons, 62, has been a principal with Lyons Asset Management, a private equity firm, since January 2005. In 2004, Mr. Lyons retired from ProLogis where he had served as chief investment officer from 1997 until his retirement. He joined ProLogis in 1993 and served as president from 1999 to 2001 and vice chairman from 2001 to 2004. Mr. Lyons serves as chairman of the board of BRE Properties, Inc., a real estate investment company, and as a member of the board of Equinix, Inc., a data center operator.   Mr. Lyons joined ProLogis when King & Lyons, an industrial real estate management and development company, was acquired by ProLogis in 1993. Mr. Lyons had been the managing general partner in that firm since its inception in 1979 and was one of its principals at the time of the acquisition. Mr. Lyons received a Master in Business Administration from Stanford University and a Bachelor of Science in industrial engineering and operations research from the University of California at Berkeley. As a result of these and other professional experiences, and specifically his previous roles with ProLogis, Mr. Lyons brings extensive experience in real estate investments and management with a unique perspective and insight into our business model and strategy, as well as our operations and markets to our board.

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		Walter C. Rakowich.    Director since June 2011 (prior to the merger of AMB and ProLogis, served as trustee of ProLogis from November 2008 to June 2011)   Board Committees: Executive (Chair)   Mr. Rakowich, 54, has been our co-chief executive officer since the merger in June 2011 and he was chief executive officer of ProLogis from November 2008 to June 2011. Mr. Rakowich was with ProLogis in various capacities from July 1994 until the merger, including President and Chief Operating Officer from January 2005 to November 2008 and Chief Financial Officer from December 1998 to September 2005. In March 2012, Mr. Rakowich became a member of the board of directors of Host Hotels & Resorts, Inc., a real estate investment company.   Prior to joining ProLogis, Mr. Rakowich was a consultant with ProLogis and prior thereto was with Trammell Crow Company, a diversified commercial real estate company in North America. Mr. Rakowich was a trustee of ProLogis from August 2004 to May 2008 and from November 2008 to June 2011. Mr. Rakowich holds Master of Business Administration from Harvard Business School and a Bachelor of Science degree in accounting from Pennsylvania State University. Mr. Rakowich’s previous roles with ProLogis provide our board with a particular perspective with respect to our business model, strategic plan, and operations and he brings extensive experience in executive management, corporate finance, and accounting.
		Jeffrey L. Skelton.    Director since November 1997   Board Committees: Board Governance and Nomination, Executive   Mr. Skelton, 62, is the founder and managing partner of Resultant Capital Partners, an investment management firm that he co-founded in 2009 after retiring as the president and chief executive officer of Symphony Asset Management, a subsidiary of Nuveen Investments, Inc., an investment management firm.   Prior to founding Symphony Asset Management in 1994, Mr. Skelton was with Wells Fargo Nikko Investment Advisors from 1984 to 1993, where he served in a variety of capacities, including chief research officer, vice chairman, co-chief investment officer, and chief executive officer of Wells Fargo Nikko Investment Advisors Limited in London. Previously, Mr. Skelton was also an assistant professor of finance at the University of California at Berkeley, Walter A. Haas School of Business. Mr. Skelton holds a Ph.D. in mathematical economics and finance and a Master of Business Administration from the University of Chicago. As a result of these and other professional experiences, Mr. Skelton brings extensive experience in strategic planning, executive management, finance, and investments to our board.

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		D. Michael Steuert.    Director since June 2011 (prior to the merger of AMB and ProLogis, served as trustee of ProLogis from September 2003 to June 2011)   Board Committees: Audit   Mr. Steuert, 63, has been senior vice president and chief financial officer of Fluor Corporation, a publicly traded engineering and construction firm, since 2001. Mr. Steuert serves as a member of the board of Weyerhaeuser Corporation, a forest products company.   Mr. Steuert was previously senior vice president and chief financial officer of Litton Industries, Inc. from 1999 to 2001, when Northrop Grumman acquired the company. Before joining Litton, Mr. Steuert served as senior vice president and chief financial officer for GenCorp, Inc. and, over a 15-year period, served in several financial management positions with TRW Automotive Holdings Inc. where he began his career in 1971. Mr. Steuert earned both a Bachelor’s degree and a Master’s degree from Carnegie Mellon University and has completed post-graduate training at Harvard University and the University of Pennsylvania’s Wharton School of Business. As a result of these and other professional experiences, Mr. Steuert brings extensive experience in corporate finance, accounting, and strategic planning to our board.
		Carl B. Webb.    Director since August 2007   Board Committees: Compensation   Mr. Webb, 62, has been a senior partner of Ford Management, L.P. a private equity firm focusing on equity investments in financial services since 2009 and is also chief executive officer and a board member of Pacific Capital Bancorp and chairman and chief executive officer of Pacific Capital Bank, N.A. Mr. Webb has served as consultant to Hunter’s Glen/Ford, Ltd., a private investment partnership, since November 2002. Additionally, Mr. Webb serves on the board of Hilltop Holdings Inc., a publicly traded financial services holding company.   Mr. Webb previously served on the boards of Plum Creek Timber Company, M & F Worldwide Corp., and Triad Financial SM LLC, where he was co-chairman from July 2007 to October 2009 and served as interim president and chief executive officer from August 2005 to June 2007. Since 1983, Mr. Webb held executive positions at banking institutions, including Golden State Bancorp, Inc. and its subsidiary, California Federal Bank, FSB, First Madison Bank, FSB, First Gibraltar Bank, FSB, and First National Bank at Lubbock. Mr. Webb received a Bachelor of Business Administration from West Texas A&M University and a graduate banking degree from Southwestern Graduate School of Banking at Southern Methodist University. As a result of these and other professional experiences, Mr. Webb brings extensive experience in executive management, finance, strategic planning, as well as expertise in the financial and real estate investment trust industries, to our board.

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		William D. Zollars.    Director since June 2011 (prior to the merger of AMB and ProLogis, served as trustee of ProLogis from December 2001 to May 2010)   Board Committees: Board Governance and Nomination, Compensation   Mr. Zollars, 64, retired from YRC Worldwide, Inc., a global transportation service provider, in July 2011 where he served as chairman, president, and chief executive officer from 1999 until his retirement. He was president of Yellow Transportation, Inc. from 1996 to 1999. Mr. Zollars serves as a member of the boards of Cerner Corporation, a supplier of healthcare information technology solutions, healthcare devices and related services, and CIGNA Corporation, a global health service organization.   Mr. Zollars was previously a senior vice president of Ryder Integrated Logistics, a division of Ryder System, Inc. and he spent 24 years in various executive positions at Eastman Kodak. Mr. Zollars holds a Bachelor of Arts in economics from the University of Minnesota. As a result of these and other professional experiences, Mr. Zollars brings extensive experience in strategic planning, executive management, corporate finance, and risk management, as well as his perspective as a former chief executive officer of a public company, to our board.

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CORPORATE GOVERNANCE

We place a high premium on corporate governance because we believe strong corporate governance is key to strong leadership of the company and enhances the value of the company for our stockholders. We have a non-staggered independent board of directors that is elected annually by majority vote. We also currently do not have a stockholder rights plan. In addition, we have opted out of state anti-takeover provisions that are frequently adopted by Maryland corporations. For these and other actions that we have taken to maintain strong corporate governance, Green Street Advisors, an analyst focusing on real estate investment trusts (“REITs”), ranked us as the top REIT in the area of corporate governance in reports issued in 2011 and 2010.

Our commitment to furthering meaningful corporate governance practices and maintaining a business environment of uncompromising integrity is demonstrated through, among other things, our governance policies and compliance with the Sarbanes-Oxley Act of 2002 and the rules of the NYSE. The board has formalized several policies, procedures, and standards of corporate governance that are reflected in our governance guidelines. These governance guidelines, some of which we touch on below, can be viewed, together with any future changes, on our website at http://ir.prologis.com/governance.cfm. In addition, copies of our governance guidelines can be obtained by any stockholder, free of charge, upon written request to Edward S. Nekritz, Secretary, Prologis, Inc., Pier 1, Bay 1, San Francisco, CA 94111.

Director Independence.    We require that a majority of the board of directors be independent in accordance with NYSE rules. To determine whether a director is independent, the board must affirmatively determine that there is no direct or indirect material relationship between the company and the director. The board has determined that all of our directors, other than Mr. Moghadam and Mr. Rakowich, are independent. The board reached its decision after reviewing director questionnaires, considering any transactions and relationships between us, our affiliates, members of our senior management and their affiliates, and each of the directors, members of each director’s immediate family, and each director’s affiliates, and considering all other relevant facts and circumstances. The board has also determined that all members of the audit, compensation, and board governance and nomination committees are independent in accordance with NYSE and SEC rules.

Leadership Structure.    We have followed the traditional U.S. board leadership structure where the chief executive officer also serves as the chairman of the board of directors. Currently, Mr. Moghadam, one of our co-chief executive officers (and our sole chief executive officer before the merger) serves as chairman of the board. Mr. Lyons serves as our lead independent director. We believe that a structure that combines the roles of chief executive officer and chairman, along with independent chairs for each of the board committees and an independent lead director, provides the best leadership for the company. As one of our founders, Mr. Moghadam has extensive knowledge and expertise in the real estate and REIT industry, as well as extensive history and knowledge of our company. Mr. Moghadam works with our independent committees/chairs and with the lead director to make strategic decisions for the company. In his role as chairman, Mr. Moghadam acts as a facilitator and guide, coordinating the board’s affairs. As co-chief executive officer, he implements the directives of the board and oversees business operations, among other responsibilities. This arrangement provides the board with direct access to management insight into company affairs and better visibility for our overall strategic vision. We believe this leadership structure puts the company in the best position to navigate the changing economic environment and places the company in a competitive position to provide long-term value to our stockholders.

Board’s Role in Risk Oversight.    The board of directors has the primary responsibility for overseeing risk management of the company, and our management team provides the board with a regular report highlighting their assessments and recommendations. The audit committee focuses on oversight of financial risks relating to the company, the compensation committee focuses primarily on risks relating to remuneration of our officers and employees, while our board governance and nomination committee focuses on reputational and corporate governance risks relating to our company. In addition, the audit committee and the board regularly hold discussions with our risk management group and other members of management regarding the risks that may affect the company. The committees advise the full board of their risk oversight activities.

Communicating with Directors.    You can communicate with any of the directors, individually or as a group, by writing to them in care of Edward S. Nekritz, Secretary, Prologis, Inc., Pier 1, Bay 1, San Francisco, CA 94111.

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All communications should prominently indicate on the outside of the envelope that they are intended for the full board, for independent or non-employee directors only or for any particular group or member of the board. Each communication intended for the board and received by the secretary that is related to the operation of the company and is not otherwise commercial in nature will be forwarded to the specified party following its clearance through normal security procedures. The directors will be advised of any communications that were excluded through normal security procedures and they will be made available to any director who wishes to review them.

Director Qualifications and Skills.    Each of the above director nominees was chosen based on his or her experience, qualifications, and skills to serve on the board of directors. The characteristics assessed by the board governance and nomination committee, include the director’s integrity and accountability, judgment, maturity and supportiveness in working with others, history of high standards, willingness to commit the time and energy needed to satisfy the requirements of board and committee membership, awareness and ongoing education, balance with other commitments, financial literacy, and compliance with our stock ownership guidelines. In addition, each nominee was selected based on his or her talent, skills, and experience as discussed in their biographies and how those characteristics supplement the resources and talent on the board, as well as, his or her contribution to the board in a way that can enhance perspective and experiences through diversity in gender, ethnic background, geographic origin, and professional experience. While the committee does not have a formal policy regarding diversity, the committee does consider diversity of the board in identifying director nominees, including race, gender, geographical diversity, and diversity in experience, professional background, areas of expertise and industries of the candidate. We believe that the diverse constituency and experience of the board lends to excellent oversight of the company that best serves our stockholders.

To identify potential nominees for the board, the board governance and nomination committee first evaluates the current members of the board who are willing to continue in service. Current members of the board are considered for re-nomination, balancing the value of their continued service with that of obtaining new perspectives, and in view of our developing needs. If necessary, the committee then solicits ideas for possible candidates from a number of sources, which can include other board members, senior management, and individuals personally known to members of the board. The committee may also retain a third party to assist in identifying potential nominees, however, the committee has not done so in the past. Our governance guidelines provide that directors will not be nominated or appointed to the board if they are or would be 72 years or older at the time of the election or appointment. Our board does not believe that arbitrary term limits on directors’ service are appropriate.

Stockholder Recommended Nominees for Director.    The board governance and nomination committee will evaluate nominees recommended by stockholders against the same criteria that it uses to evaluate other nominees. These criteria include the candidate’s skills, experience, and personal qualities, as well as the other factors discussed in the committee charter, which are evaluated in the context of the perceived needs of the board at any given point in time. The committee will consider nominees to the board recommended by stockholders with respect to elections to be held at an annual meeting if notice of the nomination is timely delivered in writing to our secretary prior to the meeting. To be timely, the notice must be delivered within the time permitted for submission of a director nomination as described above. The notice must include among other things:

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Code of Ethics and Business Conduct.    We have adopted a code of ethics and business conduct that applies to all employees and directors entitled “A Commitment to Excellence and Integrity”, which can be viewed, together with any future changes, on our website at http://ir.prologis.com/governance.cfm. In addition, copies of our code of ethics and business conduct can be obtained, free of charge, upon written request to Edward S. Nekritz, Secretary, Prologis, Inc., Pier 1, Bay 1, San Francisco, CA 94111. Our code details the expected behavior of all employees in routinely applying our institutional and personal values of honesty, integrity, and fairness to everything we do at Prologis. The code outlines in great detail the key principles of ethical conduct expected of our employees, officers, and directors, including matters related to conflicts of interest, use of company resources, fair dealing, and financial reporting and disclosure. The code establishes formal procedures for reporting illegal or unethical behavior to the ethics committee and permits employees to report on a confidential or anonymous basis if desired, any concerns about the company’s accounting, internal accounting controls or auditing matters. Employees may contact the ethics committee by e-mail, in writing, or by calling a toll-free telephone number. Any significant concerns are reported to the audit committee.

BOARD OF DIRECTORS AND COMMITTEES

Pursuant to the Maryland General Corporation Law and our Bylaws, our business, property, and affairs are managed under the direction of the board of directors. Members of the board are kept informed of our business through discussions with the co-chief executive officers and our officers, by reviewing materials provided to them and by participating in meetings of the board and its committees. The board of directors currently consists of 11 directors, nine of whom are independent under NYSE rules. All of our current directors are standing for re-election at the 2012 annual meeting of stockholders. Mr. Rakowich will retire from the company at the end of 2012 and at that time will also retire from the board. The board held nine meetings in 2011, including telephonic meetings, and all of the directors attended 75% or more of the board meetings during the periods they served. All of the directors attended at least 75% of the meetings of the committees on which they served during the periods they served. Each director standing for election in 2012 is expected to attend the annual meeting of stockholders, either in person or telephonically, absent cause.

The board governance and nomination committee selects a lead director from the independent directors. The lead director’s duties include chairing executive sessions of the independent directors, facilitating communications, and resolving conflicts, if any, between the independent directors, other members of the board and the management of the company, and consulting with and providing counsel to the company’s co-chief executive officers as needed or requested. Mr. Lyons has served as lead director since the merger in June 2011 and will continue in that role for 2012. Mr. Skelton served in that role prior to the merger. Our governance guidelines do not prohibit directors from serving simultaneously on multiple company’s boards. In the event that a director serves on three or more public company boards simultaneously, including our board, then our board shall determine that such simultaneous service does not impair the ability of such member to effectively serve our company. With respect to Ms. Garvey, Ms. Kennard, Mr. Lyons, Mr. Zollars, Mr. Fotiades, and Mr. Losh, the board has made such determinations.

The four standing committees of the board are: audit committee, compensation committee, board governance and nomination committee, and executive committee. These committees make regular reports to the board of directors. The board of directors has determined that each member of the audit, compensation, and board governance and nomination committees is an independent director in accordance with NYSE rules.

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The table below provides current membership information, which has been in effect since the merger in June 2011, for each board committee.

Audit Committee.    The audit committee was established as a separately designated standing committee in accordance with Section 3(a)(58)(A) of the Exchange Act, as amended. The board has determined that Mr. Losh, Ms. Garvey, and Mr. Steuert are each financially literate and that each qualify as audit committee financial experts within the meaning of the SEC regulations. Additionally, the board has determined that all members of the audit committee are independent under applicable NYSE and SEC rules and that Mr. Losh’s simultaneous service on the audit committees of more than two other public companies would not impair his ability to effectively serve on our audit committee. In reaching this determination, the board considered that Mr. Losh’s substantial ability, experience, and expertise in corporate finance, and specifically his experience in public company financial management and reporting as chief financial officer for General Motors, significantly benefits the board and the company. Further, the board determined that Mr. Losh’s service on the audit committees of the other public companies did not hinder his ability to serve on our audit committee as he is currently retired and is not serving in an executive officer capacity for any other company. There were 10 meetings of the audit committee in 2011.

The purpose of the audit committee is to be an informed, vigilant, and effective overseer of the financial accounting and reporting processes of the company. This committee is directly responsible for the appointment, compensation, and oversight of our public accountants. Further, the committee monitors: (i) the integrity of our financial statements; (ii) our compliance with legal and regulatory requirements; (iii) our public accountant’s qualifications and independence; and (iv) the performance of our internal audit function and public accountants. The committee also reviews the adequacy of its charter on an annual basis. The audit committee’s responsibilities are stated more fully in its charter which can be viewed, together with any future changes, on our website at http://ir.prologis.com/governance.cfm. In addition, copies of the committee’s charter can be obtained by any stockholder, free of charge, upon written request to Edward. S. Nekritz, Secretary, Prologis, Inc., Pier 1, Bay 1, San Francisco, CA.

Board Governance and Nomination Committee.    All of the members of the board governance and nomination committee are independent under NYSE rules. This committee’s purpose is to: (i) review and make recommendations to the board on board organization and succession matters; (ii) assist the full board in evaluating the effectiveness of the board and its committees, including, without limitation, evaluating the process used by the compensation committee to evaluate the performance of the co-chief executive officers; (iii) review and make recommendations for committee appointments to the board; (iv) identify individuals qualified to become board members consistent with any criteria approved by the board and propose to the board a slate of nominees for election to the board; (v) assess and make recommendations to the board on corporate governance matters; (vi) develop and recommend to the board a set of corporate governance principles applicable to the company; and (vii) provide assistance to the board in reviewing and approving the company’s activities, goals, and policies concerning environmental stewardship and social responsibility matters. This committee also reviews the adequacy of its charter on an annual basis. There were two meetings of this committee in 2011. The board governance and

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nomination committee’s responsibilities are stated more fully in its charter which can be viewed, together with any future changes, on our website at http://ir.prologis.com/governance.cfm. In addition, copies of the committee’s charter can be obtained by any stockholder, free of charge, upon written request to Edward. S. Nekritz, Secretary, Prologis, Inc., Pier 1, Bay 1, San Francisco, CA 94111.

Compensation Committee.    This committee’s purpose is to discharge the board’s responsibilities relating to compensation of directors and executives and to produce an annual report on executive compensation for inclusion in the proxy statement. The committee has the overall responsibility for approving and evaluating the director and officer compensation plans, policies, and programs. Specifically, the committee is responsible for: (i) reviewing and recommending to the board corporate goals and objectives relative to the compensation of our co-chief executive officers; (ii) evaluating the co-chief executive officer’s performance in light of those goals and objectives, and setting the co-chief executive officers’ compensation level based on this evaluation, including incentive and equity-based plans; (iii) setting the amount and form of compensation for the senior executive officers who report to the co-chief executive officers; (iv) making recommendations to the board (including recommendations for non-employee directors) on general compensation practices, including incentive and equity-based plans, and adopting, administering, and making awards under annual and long-term incentive compensation and equity based plans, including any amendments to the awards, under any such plans, and reviewing and monitoring awards under such plans; (v) reviewing and approving any new employment agreements, change in control agreements, severance or similar termination payments proposed to be made to the co-chief executive officers or any other executive officer of the company; (vi) reviewing and assessing its charter annually in light of current circumstances of the company and changes in regulations and recommending any proposed changes to the board for approval; (vii) confirming that relevant reports are made to the board or in periodic filings as required by governing rules and regulations of the SEC and NYSE; (viii) participating in succession planning for key executives; and (ix) forming and delegating authority to subcommittees when deemed appropriate. There were eight meetings of this committee in 2011. The compensation committee’s responsibilities are stated more fully in its charter which can be viewed, together with any future changes, on our website at http://ir.prologis.com/governance.cfm. In addition, copies of the committee’s charter can be obtained by any stockholder, free of charge, upon written request to Edward. S. Nekritz, Secretary, Prologis, Inc., Pier 1, Bay 1, San Francisco, CA 94111.

The compensation committee also directly engages an outside compensation consulting firm, Frederic W. Cook & Co., Inc. (“FW Cook”) to assist the committee assessing our compensation programs for senior officers. FW Cook, who was engaged by the committee after the merger, reports directly to the compensation committee, receives no compensation from the company other than for its work in advising the compensation committee, and maintains no other economic relationships with the company. FW Cook interacts directly with members of our management only on matters under the compensation committee’s oversight. Prior to the merger, FW Cook was engaged by the compensation committee of the Trust to advise on executive and director compensation matters. Our compensation consultant would typically conduct a comprehensive competitive review of the compensation program for our senior officers each year to be used by our compensation committee to assist it in making compensation recommendations to the board. FW Cook did not conduct such a review for the committee in 2011. However, in 2011, FW Cook assisted the compensation committee in evaluating the design of certain incentive compensation programs implemented in 2012. See “Executive Compensation Matters — Compensation Discussion and Analysis — Other Considerations” for additional information about these incentive programs. In 2011, FW Cook also conducted a review on non-employee director compensation to assist the compensation committee in determining the post-merger compensation structure for non-employee directors.

Our co-chief executive officers make separate recommendations to the compensation committee concerning the form and amount of the compensation for our senior officers (excluding their own compensation). The committee’s report appears under “Executive Compensation Matters — Compensation Committee Report.” Please also see “Executive Compensation Matters — Compensation Discussion and Analysis” for additional information about, and the processes and procedures for determining, executive officer compensation.

The compensation committee administers our equity compensation plans, our nonqualified deferred compensation arrangements, and our 401(k) Plan.

Compensation Committee Interlocks and Insider Participation.    No member of the compensation committee: (i) was, during the year ended December 31, 2011, or had previously been, an officer or

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employee of the company or (ii) had any material interest in a transaction with the company or a business relationship with, or any indebtedness to, the company. No interlocking relationships existed during the year ended December 31, 2011, between any member of the board or the compensation committee and an executive officer of the company.

Executive Committee.    The executive committee is organized with the purpose of meeting and acting only if action by the board is required, the board is unavailable, and the matter to be acted on is time-sensitive. The executive committee has and may exercise all of the powers and authority of the board, subject to such limitations as the board, its charter and/or applicable law, rules, and regulations may from time to time impose. During 2011, the executive committee did not hold any meetings.

DIRECTOR COMPENSATION

The board’s overall compensation philosophy in connection with our non-employee directors is to provide a mix of cash and equity-based compensation, with the goal of paying more of such compensation in the form of equity and a smaller portion in cash. In determining the appropriate level of non-employee director compensation post-merger, the compensation committee examined total compensation levels of non-employee directors of companies in the S&P 500, as well as for the ten largest REITs by enterprise value. The total compensation level recommended by the compensation committee and determined by the board is in the upper-quartile of those ten largest REITs, but below the median of companies in the S&P 500, which we deemed appropriate for a company of our size and complexity. Officers who also serve as a member of our board are not paid any fees or equity awards for their service on the board. The equity component of the compensation paid to our directors is awarded under the terms of our long-term incentive plans discussed below under “Equity Compensation Plans”. The ten largest REITs analyzed were: Avalon Bay Communities, Inc., Boston Properties, Inc., Equity Residential, General Growth Properties, Inc., HCP, Inc., Host Hotels & Resorts, Inc. Public Storage, Simon Property Group, Inc., Ventas, Inc., and Vornado Realty Trust.

The cash component of our compensation to non-employee directors consists of an annual retainer and other fees for serving as chairs of committees and for attending meetings in excess of the minimum 20 meetings (including both board and committee meetings) covered by the annual retainer. Compensation applicable to service on our board by our non-employee directors for 2011 was as follows:

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We reimburse our directors for reasonable travel costs incurred to attend the meetings of the board and its committees.

Stock Ownership Guidelines.    Our directors must comply with our stock ownership guidelines established in June 2011. The guidelines, which are also applicable for the named executive officers and certain other senior officers, require the director to maintain an ownership level in our common stock equal to five times their annual retainer ($420,000 for 2011). Shares included as owned for directors include common stock owned outright, vested equity awards (other than stock options), including vested dividend equivalent units (“DEUs”), shares held in the director’s hypothetical fee deferral account (see discussion below), and operating partnership units. Once the value prescribed in the ownership guidelines has been met by a director, the number of shares required to meet the guidelines at that point in time will be computed and will be fixed as the “required share count” for meeting the guidelines in future periods. Until such time as the guidelines are met, we will require the director to retain and hold 50% of any shares received under our equity compensation plans. Additionally, our insider trading policy prohibits our directors and employees, including the persons covered by the guidelines, from hedging the economic risk associated with ownership of our common stock.

Nonqualified Deferred Compensation Plans for Directors.    Our directors may participate in our nonqualified deferred compensation plans (see the narrative discussion under the Nonqualified Deferred Compensation for Fiscal Year 2011 table). The deferred compensation plans in effect in 2011 provided that upon a change in control such as the merger, participants would receive a lump-sum payment equal to the vested account balance. Such distributions were made in June 2011. Deferral elections made under the plans prior to 2011, but with respect to compensation earned in 2011, and beyond remained in force. Messrs. Losh, Burke, and Tusher received distributions in 2011. Ms. Kennard participated in the plans prior to 2011 and also received a distribution in 2011. A new deferred compensation plan was adopted in 2011, the AMB Property Corporation 2011 Notional Account Deferred Compensation Plan (the “Notional Account NQDC Plan”), with the purpose of providing the opportunity for certain participants in our other plans to continue to receive tax deferred earnings with respect to the shares or cash withheld to pay taxes as a result of the required distributions from the other plans triggered by the merger. Mr. Losh and Ms. Kennard are participants in this new plan, which is discussed below. In addition, we adopted a new nonqualified deferred compensation plan for 2012.

Mr. Losh and Ms. Kennard received an “Initial Account Credit” value under the Notional Account NQDC Plan. The Initial Account Credit value was equal to the deemed amount of the tax liability on distributions made in 2011 due to the merger. A “rabbi trust” was created to hold the shares of our common stock and cash reflecting the stock units and cash dividends associated with such share, respectively. The participants in the Notional Account NQDC Plan may direct the plan trustee on how to vote the shares held in the rabbi trust on a pro rata basis.

The Initial Account Credit value is hypothetically invested in “measurement funds” selected by the participant (company stock units, cash, or other investments). Measurement funds are used for measurement purposes only and plan participants do not have rights in or to the underlying hypothetical investments. A Notional Earnings Account is credited with hypothetical earnings or charged with hypothetical losses associated with the underlying hypothetical investments. Upon the participant-elected distribution date (in accordance with Section 409A of the Internal Revenue Code), the participant is entitled to the excess, if any, of the value in the Notional Earnings Account (representing the value of the Initial Account Credit plus cumulative earnings or losses associated with the underlying hypothetical investments, if any) over the Initial Account Credit value.

The Initial Account Credit values for Mr. Losh and Ms. Kennard were $469,558 and $98,047, respectively. For 2011, the Notional Earnings Account was credited with interest at the money market rate.

The ProLogis Deferred Fee Plan for Trustees was assumed by us in the merger. Under this plan, directors had the option to receive their fees currently or they may defer the receipt of their fees until after their service on our board is terminated (deferrals can be in the form of cash or our common stock). Fees earned by participants are credited as shares of common stock to a hypothetical fee deferral account based on the closing price of our common stock as of the date of the deferral. The common stock in the hypothetical account can earn dividends as if the number of common shares in the account were outstanding in the name of the participant. Upon retirement from the board, the participant is issued the number of common shares included in the hypothetical fee deferral account. However, each participant has elected to defer receipt of such common shares generally until more than 60 days following their retirement from the board. Mr. Fotiades and Mr. Steuert were participants in this plan in 2011 and elected to have their fees credited to their hypothetical fee deferral account in the form of common stock. As of

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December 31, 2011, including amounts earned as dividends, Mr. Fotiades had a balance of 19,093 shares and Mr. Steuert had a balance of 15,249 shares. No deferrals are being made under this plan after December 31, 2011.

Mr. Lyons and Mr. Zollars have hypothetical fee deferral accounts associated with prior service on the Trust’s board. Mr. Lyons’ balance (1,022 shares at December 31, 2011) continues to be deferred and distributions are scheduled to begin in January 2015). Mr. Zollars’ balance (5,573 shares at December 31, 2011) is being distributed annually through January 2019.

DIRECTOR COMPENSATION FOR FISCAL YEAR 2011*

* Columns (d), (e), and (f) have been omitted from this table because they are not applicable.

** Director joined the board effective with the merger on June 3, 2011. As part of the merger agreement, the outstanding equity awards granted by the Trust to the director were assumed by us and the share terms were converted based on the merger conversion ratio of 0.4464. All other terms of the awards remained the same, including vesting and expiration dates.

*** Director resigned from board of effective June 2, 2011.

⁽¹⁾ The compensation structure for the board of directors is described in the narrative discussion that precedes these footnotes. Mr. Moghadam and Mr. Rakowich do not receive additional compensation associated with their service on the board.

⁽²⁾ Director deferred the receipt of their cash compensation under one of our nonqualified deferred compensation plans in 2011. See discussion above and also the narrative discussion that follows the Nonqualified Deferred Compensation in Fiscal Year 2011 table.

⁽³⁾ Represents the grant date fair value of 3,618 fully vested shares of restricted stock awarded to each of our non-employee directors who were elected at our annual meeting on May 5, 2011. The value of the restricted stock is based on the closing price of our common stock on the date of grant which was $35.93 per share. The non-employee directors do not hold any unvested restricted stock at December 31, 2011.

⁽⁴⁾ In the past, we and the Trust granted stock options to non-employee directors and trustees as part of their equity compensation. The outstanding stock options granted by the Trust to the trustees were converted and assumed by us under the merger agreement. As of December 31, 2011, all stock options held by our current directors were fully vested and exercisable and were as follows (balances assumed in the merger are presented on a converted basis).

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⁽⁵⁾ Prior to the merger, the Trust granted deferred share units to the non-employee members of its board, which we assumed in the merger. These awards are deferred until after the director’s service on the board ends and earn DEUs, which are fully vested when earned. As of December 31, 2011, the outstanding deferred share units and accrued DEUs at December 31, 2011 held by our current directors who were members of the board of the Trust were as follows (balances assumed in the merger are presented on a converted basis):

INFORMATION RELATING TO STOCKHOLDERS, DIRECTORS, NOMINEES,

AND EXECUTIVE OFFICERS

The following table shows the number of shares of our common stock beneficially owned, as of March 2, 2012 (or such other date indicated in the footnotes below), by each person known to us to be the beneficial owner of five percent or more, in the aggregate, of our outstanding common stock.

⁽¹⁾ Entities included in each Schedule 13G filing have represented that the shares of common stock reported were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of Prologis and were not acquired and are not held in connection with or as a participant in any transaction having such purpose or effect.

⁽²⁾ Information regarding beneficial ownership of our common stock by The Vanguard Group, Inc. (“Vanguard”) and Vanguard Fiduciary Trust Company (“VFTC”), a wholly owned subsidiary of Vanguard, is included herein based on a Schedule 13G/A filed with the SEC on February 9, 2012, relating to such shares beneficially owned as of December 31, 2011. Such report provides that Vanguard: (i) is the beneficial owner of all such common shares (634,893 of such common shares are beneficially owned as a result of its ownership of VFTC); (ii) has sole voting power and shared dispositive power with respect to 634,893 of such common shares; and (iii) has sole dispositive power with respect to 42,871,618 of such common shares.

⁽³⁾ Information regarding beneficial ownership of our common stock by FMR LLC and certain related entities is included herein based on a Schedule 13G filed with the SEC on February 14, 2012, relating to such shares beneficially owned as of December 31, 2011. Such report provides that: (i) Fidelity Management & Research Company (“Fidelity”), a wholly owned subsidiary of FMR LLC, is beneficial owner of 19,648,500 shares and that FMR LLC with Edward C. Johnson III each has sole dispositive power with respect to the shares beneficially owned by Fidelity; neither FMR LLC nor Mr. Johnson has sole power to vote or direct the voting of such shares; (ii) Fidelity Management Trust Company, a wholly owned subsidiary of FMR LLC (“FMTC”) is the beneficial owner of 147,459 shares and Mr. Johnson and FMR LLC, through its control of FMTC, each has sole power to vote or direct the voting and sole dispositive power with respect to the shares owned by FMTC; (iii) Strategic Advisors, Inc. is beneficial owner of 27,306 of such common shares and Mr. Johnson and FMR LLC, through its control of FMTC, each has sole power to vote or direct the voting and sole dispositive power with respect to the shares owned by FMTC; (iv) Pyramis Global Advisors, LLC (“PGA LLC”) (900 Salem Street, Smithfield, Rhode Island 02917), a wholly owned subsidiary of FMR LLC, is beneficial owner of 596,263 shares and Mr. Johnson and FMR LLC, through its control of PGA LLC, each has sole power to vote or direct the voting and sole dispositive power with respect to the shares beneficially owned by PGA LLC; (v) Pyramis Global Advisors Trust Company (“PGATC”) (900 Salem Street, Smithfield, Rhode Island

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02917), an indirect wholly owned subsidiary of FMR LLC, is the beneficial owner of 1,726,593 shares and Mr. Johnson and FMR LLC, through its control of PGATC, each has sole power to vote or to direct the voting and sole dispositive power with respect to the shares beneficially owned by PGATC; and (vi) FIL Limited (Pembroke Hall, 42 Crow Lane, Hamilton, Bermuda) is the beneficial owner of 16,204,587 shares.

⁽⁴⁾ Information regarding beneficial ownership of our common stock by entities related to BlackRock, Inc. (“BlackRock”) is included herein based on a Schedule 13G/A filed with the SEC on February 10, 2012, relating to such shares beneficially owned as of December 31, 2011. Such report provides that BlackRock is beneficial owner and has sole voting power and sole dispositive power with respect of all of such common shares

⁽⁵⁾ Information regarding the beneficial ownership of our common stock by entities related to Invesco Ltd., organized in Bermuda, included herein based on a Schedule 13G filed with the SEC on February 14, 2012, relating to shares beneficially owned as of December 31, 2011. Such report provides that: (i) Invesco Advisers Inc. has sole voting power with respect to 8,772,306 shares, shared voting power with respect to 94,673 shares, sole dispositive power with respect to 26,274,492 shares, and shared dispositive power with respect to 66,474 shares; (ii) Invesco Investment Advisers, LLC has sole voting and sole dispositive power with respect to 65,546 shares; (iii) Invesco Powershares Capital Management has sole

voting and sole dispositive powers with respect to 60,505 shares; (iv) Invesco Asset Management (Japan) Limited has sole voting and sole dispositive power with respect to 52,020 shares; (v) Invesco Powershares Capital Management Ireland Ltd. has sole voting and sole dispositive powers with respect to 2,252 shares; (vi) Stein Roe Investment Counsel, Inc. has sole dispositive power but no voting power with respect to 1,223 shares; and (vii) Invesco National Trust Company has sole dispositive power but no voting powers with respect to 295 shares.

⁽⁶⁾ Information regarding the beneficial ownership of our common stock by entities related to Cohen & Steers, Inc. is included herein based on a Schedule 13G/A filed with the SEC on February 14, 2012, relating to such shares beneficially owned as of December 31, 2011. Such report provides that, with respect to the 25,968,805 shares reported: (i) Cohen & Steers Inc. has sole voting power with respect to 10,279,420 such shares and has sole dispositive power with respect to all such shares; (ii) Cohen & Steers Capital Management, Inc. has sole dispositive power with respect to 25,547,838 such shares and has sole voting power with respect to 10,146,236 such shares and (ii) Cohen & Steers Europe S. A. (Chausee de la Hulpe 116, 1170 Brussels, Belgium) has sole voting power with respect to 133,184 such shares and has sole dispositive power with respect of 420,967 such shares.

⁽⁷⁾ Information regarding beneficial ownership of our common stock by Vanguard Specialized Funds – Vanguard REIT Index Fund (“Vanguard Funds”) is included herein based on a Schedule 13G/A filed with the SEC on January 26, 2012, relating to such shares beneficially owned as of December 31, 2011. Such report provides that Vanguard Funds is beneficial owner and has sole voting power with respect of such common shares owned at December 31, 2011. Vanguard Funds has no dispositive power with respect of any such shares.

The following table shows the number of shares of our common stock beneficially owned, as of March 2, 2011, by: (i) our co-chief executive officers; (ii) our chief financial officer; (iii) our other named executive officers; (iv) each of our directors; and (v) our directors and all of our executive officers as a group.

* Represents less than 0.1% of the outstanding shares of common stock and limited partnership units.

⁽¹⁾ The principal address of each person is: c/o Prologis, Inc., Pier 1, Bay 1, San Francisco, CA 94111.

⁽²⁾ This column includes shares of common stock and limited partnership units beneficially owned directly or indirectly. Includes vested common stock owned through our 401(k) Plan but excludes common stock that may be acquired within 60 days. Unless indicated otherwise, all interests are owned directly, and the indicated person has sole voting and dispositive power.

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⁽³⁾ This column includes shares of common stock that may be acquired within 60 days through the exercise of vested, non-voting options to purchase our common stock and through scheduled vesting of restricted stock, restricted stock units and associated DEUs. Unless indicated otherwise, all interests are owned directly and the indicated person will have sole voting and dispositive power upon receipt.

⁽⁴⁾ This column does not include vested deferred share units held by former members of the Trust’s board and common stock deferred under the ProLogis Deferred Fee Plan for Trustees, all of which are non-voting. Generally, these shares are not payable to the director until his or her service on the board ends or, in the case of Mr. Lyons and Mr. Zollars, are being distributed under deferral payment elections made associated with their previous service on the Trust’s board. See “Director Compensation — Director Compensation for Fiscal Year 2011”. Balances as of March 2, 2012 are as follows:

⁽⁵⁾ The percentage of shares of common stock beneficially owned by a person assumes that all the limited partnership units held by a person are exchanged for shares of common stock, that none of the limited partnership units held by other persons are so exchanged, that all options for the purchase of shares of common stock exercisable by May 1, 2012 held by the person are exercised in full and that no options for the purchase of shares of common stock held by other persons are exercised.

⁽⁶⁾ The percentage of shares of common stock and units beneficially owned by a person assumes that all the limited partnership units held by a person are exchanged for shares of common stock, that all of the limited partnership units held by other persons are so exchanged, that all options for the purchase of shares of common stock exercisable by May 1, 2012 held by the person are exercised in full and that no options for the purchase of shares of common stock held by other persons are exercised.

⁽⁷⁾ Includes 388,126 limited partnership units, which are exchangeable for the same number of shares of common stock. Of the 3,382,376 shares of common stock included, 75,713 shares are directly owned, 131,776 shares are indirectly held through a trust of which Mr. Moghadam is the trustee, 115,547 shares are held through a rabbi trust pursuant to our deferred compensation plans, for which the trustee holds all voting power, 803,945 shares are indirectly held through the Notional Account NQDC Plan for which Mr. Moghadam has voting power, and Mr. Moghadam shares voting and dispositive power with his spouse with respect to 2,255,395 shares. See the narrative discussion that follows the Nonqualified Deferred Compensation in Fiscal Year 2011 table.

⁽⁸⁾ Includes 128,009 shares directly owned, held in a trust for Mr. Rakowich’s family of which Mr. Rakowich is a trustee and a beneficiary, 389 shares owned by Mr. Rakowich’s children, 225 shares held in a trust in which Mr. Rakowich is trustee and for which he disclaims beneficial ownership, and 245 shares held in a trust for Mr. Rakowich’s family for which he disclaims beneficial ownership.

⁽⁹⁾ Includes 84,778 shares directly owned and 12,903 shares held through a rabbi trust pursuant to our deferred compensation plans, for which the trustee holds all voting power. See the narrative disclosure that follows the Nonqualified Deferred Compensation in 2011 table.

⁽¹⁰⁾ Includes 110,221 shares directly owned, 31,208 shares indirectly held through a family trust of which Mr. Jaquier is co-trustee, 1,000 shares indirectly held through custodial accounts for Mr. Jaquier’s children, and 34,931 shares held through a rabbi trust pursuant to our deferred compensation plans, for which the trustee holds all voting power. See the narrative discussion that follows the Nonqualified Deferred Compensation in Fiscal Year 2011 table.

⁽¹¹⁾ Includes 21,339 shares directly owned and 4,000 shares indirectly owned through custodial accounts for Mr. Losh’s children.

⁽¹²⁾ Includes 20,500 shares directly owned and 22,431 shares held through a family trust of which Mr. Lyons is trustee. Also includes 78,728 shares that are issuable upon exchange of limited partnership units.

Related Parties Transaction Policy.    Our Articles of Incorporation contain procedures for authorizing related party transactions. The board of directors may authorize any agreement or other transaction with any party even though one or more of our directors or officers may be a party to such an agreement or is an officer, director, stockholder, member, or partner of the other party if: (i) the existence of the relationship is disclosed or known to the board of directors, and the contract or transaction is authorized, approved or ratified by the affirmative vote of not less than a majority of the disinterested directors, even if they constitute less than a quorum of the board; (ii) the existence is disclosed to the stockholders entitled to vote, and the contract or transaction is authorized, approved or ratified by a majority of the votes cast by the stockholders entitled to vote (excluding shares owned by any interested director or officer or the organization in which such person is a director or has a material financial interest); or (iii) the contract or transaction is fair and reasonable to the company.

We recognize that transactions between us and related parties can present potential or actual conflicts of interest and create the appearance that our decisions are based on considerations other than our best interests and the best interests of our stockholders. Related parties may include our directors, executives, significant stockholders, and immediate family members and affiliates of such persons. Accordingly, several provisions of our code of ethics and business conduct are intended to help us avoid the conflicts and other issues that may arise in transactions between us and related parties, including the following:

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Our code may be amended, modified, or waived by our board or the board governance and nomination committee, subject to the disclosure requirements and other provisions of the rules and regulations of the SEC and the NYSE.

Although we do not have detailed written procedures concerning the waiver of the application of our code of ethics and business conduct or the review and approval of transactions with directors or their affiliates, our directors would consider all relevant facts and circumstances in considering any such waiver or review and approval, including:

In 1993, the Trust acquired an industrial real estate portfolio from entities in which Mr. Lyons was an owner and principal officer. The transaction was negotiated at arm’s length before the Trust became affiliated with Mr. Lyons. As a result of the transaction, Mr. Lyons, through entities in which he has ownership interests, acquired an ownership interest in ProLogis Limited Partnership-I (the entity formed to own the acquired real estate assets). Mr. Lyons’ indirect interest is 1.2% as of December 31, 2011 (equal to 78,728 units that are exchangeable for 78,728 shares of our common stock). ProLogis Limited Partnership-I currently has $26.4 million of secured loans with a third-party lender. Mr. Lyons and other limited partners of ProLogis Limited Partnership-I entered into an agreement in 2003 to guarantee up to $25 million of these secured loans. The guaranty was not required by the Trust and it did not affect the Trust, nor does it affect us currently, but was entered into for reasons personal to Mr. Lyons and the other limited partners. The board believes that this relationship is consistent with our related parties transaction policy discussed above.

Biographical summaries of the experience of our executive officers, other than Mr. Moghadam and Mr. Rakowich, are presented below. Information for Mr. Moghadam and Mr. Rakowich is included under Proposal 1, Election of Directors.

William E. Sullivan.    Chief Financial Officer

Mr. Sullivan, 57, has been our chief financial officer since the merger in June 2011 and he was chief financial officer of ProLogis (our merger partner) from April 2007 to June 2011. Prior to joining ProLogis in March 2007, Mr. Sullivan was the founder and president of Greenwood Advisors, Inc., a financial consulting and advisory firm that provided strategic planning and implementation services to small and mid-cap companies (2005 to 2007) and he was chairman and chief executive officer of SiteStuff, Inc., an online procurement company serving the real estate industry (2001 to 2005). Mr. Sullivan continued as chairman of SiteStuff, Inc. until June 2007. Mr. Sullivan holds Master of Business Administration degree from Northwestern University and a Bachelor of Science degree in Business Administration from Georgetown University. Mr. Sullivan will retire in May 2012.

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Thomas S. Olinger.    Chief Integration Officer

Mr. Olinger, 45, has been our chief integration officer since the merger in June 2011 and he was chief financial officer of AMB, from March 2007 to June 2011. Prior to joining AMB Property Corporation in February 2007, Mr. Olinger was the vice president and corporate controller at Oracle Corporation, an enterprise software company and provider of computer hardware products and services. Prior to his employment with Oracle, Mr. Olinger was an accountant and partner at Arthur Andersen LLP, where he served as the lead partner on our account from 1999 to 2002. Since January 2011, Mr. Olinger has served as a director of American Assets Trust, a real estate investment trust. Mr. Olinger holds a Bachelor of Science degree in Finance from Indiana University. Mr. Olinger is expected to become our Chief Financial Officer in May 2012 upon the retirement of Mr. Sullivan.

Guy F. Jaquier.    Chief Executive Officer, Private Capital

Mr. Jaquier, 53, has been chief executive officer, Private Capital, since the merger in June 2011. Mr. Jaquier was president, Private Capital (from January 2010) and president, Europe & Asia (from February 2007) of AMB until the merger in June 2011. Prior to joining AMB Property Corporation in June 2000, Mr. Jaquier was an executive at California Public Employees’ Retirement System, most recently as senior investment officer for real estate. Mr. Jaquier holds a Bachelor of Science degree in Building Construction Management from the University of Washington and a Master of Business Administration degree from the Harvard Graduate School of Business Administration.

Eugene F. Reilly.    Chief Executive Officer, The Americas

Mr. Reilly, 50, has been chief executive officer, The Americas, since the merger in June 2011 and he served as president, The Americas, as well as a number of other executive positions, at AMB, from October 2003 until the merger in June 2011. Prior to joining AMB Property Corporation in October 2003, Mr. Reilly was chief investment officer of Cabot Properties, Inc., a private equity industrial real estate firm of which he was also a founding partner. Since January 2010, Mr. Reilly has served as a director of Strategic Hotels and Resorts, a real estate company. Mr. Reilly holds an A.B. degree in Economics from Harvard College.

Edward S. Nekritz.    Chief Legal Officer and General Counsel

Mr. Nekritz, 46, has been our chief legal officer and general counsel since the merger in June 2011 and he was general counsel of ProLogis (our merger partner) from December 1998 to June 2011. Mr. Nekritz was also secretary of ProLogis since March 1999 and Head of Global Strategic Risk Management from March 2009 to June 2011. Prior to joining ProLogis in September 1995, Mr. Nekritz was an attorney with Mayer, Brown & Platt (now Mayer Brown LLP). Mr. Nekritz holds a Juris Doctor degree from the University of Chicago Law School and an A.B degree in Government from Harvard College.

EXECUTIVE COMPENSATION MATTERS

COMPENSATION DISCUSSION AND ANALYSIS

Prior to June 3, 2011, we were known as AMB Property Corporation. On June 3, 2011, we merged with ProLogis (which we will refer to as the Trust). While we were the surviving legal entity, effective with the merger we changed our name to Prologis, Inc. The information presented under “Executive Compensation Matters” relates to the full year 2011for Prologis, Inc. (formerly known as AMB Property Corporation).

This discussion describes our material compensation policies and practices generally, as well as their application to the compensation awards and decisions made with respect to 2011 for our named executive officers, as presented in the tables and narratives that follow. You should read this discussion in conjunction with the other compensation information presented in this proxy statement, specifically the tables and narratives. While the following discussion primarily focuses on the 2011 information that is presented in the accompanying tables and narratives, it also addresses decisions that were taken in other periods to the extent that these decisions are relevant to the full understanding of the compensation decisions for 2011.

Our named executive officers for 2011 are:

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Mr. Rakowich will retire at the end of 2012 at which time Mr. Moghadam will be the Chairman and Chief Executive Officer. Mr. Sullivan will retire in May 2012, at which time Mr. Olinger will become Chief Financial Officer. In addition, our senior management team includes: Gary E. Anderson, Chief Executive Officer, Europe and Asia, Michael S. Curless, Chief Investment Officer, and Nancy J. Hemmenway, Chief Human Resources Officer.

On June 3, 2011, we completed the largest merger of equals in the REIT industry. We are the leading global owner, operator, and developer of industrial real estate, focused on locations tied to global trade across the Americas, Europe, and Asia. As of December 31, 2011, we had approximately 600 million square feet of modern distribution facilities owned and managed in 22 countries. Under the terms of the merger, the Trust’s shareholders received 0.4464 of a share of AMB’s common stock for each outstanding common share of beneficial interest in the Trust.

At the time of the merger, we established five key strategic priorities to guide our path over the next two years. These priorities were:

In support of these strategic priorities, we completed the following activities in 2011:

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Our compensation philosophy is founded on the principle of pay-for-performance and is structured to align the interests of our executives and our stockholders. We have accomplished this by adopting compensation structures that, we believe, promote the appropriate balance between rewards and risks of strategic decision making and encourage executives to make long-term career commitments to us and our stockholders. Specifically, our compensation philosophy is to:

We do not believe that any risks arising from the performance-based aspects of our compensation program are reasonably likely to have a material adverse effect on the company.

We monitor and evaluate our pay practices on a regular basis and strive for alignment of our pay practices with our stockholders’ interests for long-term value and growth.

The primary components of our compensation program—base salary, annual bonus opportunity, long-term equity incentive awards, and benefits (broad-based, senior level, and change in control)—are described below with respect to the purpose, payment terms, and criteria for award below for the named executive officers, excluding Mr. Rakowich. Mr. Rakowich’s compensation for 2011 was governed by his employment agreement originally entered into when Mr. Rakowich became the chief executive officer of the Trust in November 2008 and with a term through the end of 2011, which was assumed in the merger to secure his services during the integration of the two companies until his scheduled retirement at the end of 2012.

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The leadership and discipline of our management team, and specifically the executive management team, contributed substantially to the success of the merger and to our progress in meeting the objectives set forth for the new combined company in 2011. As part of the integration process, a focus of the compensation committee is to harmonize the two companies’ compensation programs with the goal of launching a new comprehensive program in 2012, consistent with the completion of the merger integration efforts. Accordingly, the compensation committee chose not to make changes to the compensation of Messrs. Moghadam, Olinger, Jaquier, and Reilly (referred to as the “continuing named executive officers”) in 2011. Further, Mr. Rakowich’s compensation for 2011 was governed by the terms of his employment agreement which was assumed in the merger (Mr. Rakowich’s compensation is discussed later in this analysis and the specific terms of his employment agreement are discussed below in the narrative discussion that follows the Grants of Plan-Based Awards in Fiscal Year 2011 table). The bonus structures as a percentages of base salary for Mr. Sullivan and Mr. Nekritz, who were officers of the Trust prior to the merger, were increased to be consistent with that of AMB. Long-term equity incentive award targets for Mr. Sullivan and Mr. Nekritz were set at levels that would result in target total direct compensation opportunities that were deemed by the Trust’s compensation committee to be appropriate for their roles and responsibilities in the combined company.

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We believe the compensation programs for our executive officers, as outlined below, are reasonable and are competitive with compensation programs provided to similarly situated officers at our peer companies. Specifically, we believe the annual bonus and equity incentive payments made to the named executive officers named for 2011 are appropriate and commensurate with our 2011 financial and strategic performance, as well as the individual achievements of the named executive officers during the year. Further, we do not believe that our compensation program encourages our management team to take excessive risks in their business decisions and we believe that the long-term equity incentive opportunities provided to our executive officers are appropriate and awarded in a manner consistent with our philosophy of aligning our executives’ interests with those of our stockholders for long-term value and growth.

Highlights of our programs that support recognized corporate governance “best practices” and mitigate potential risks include:

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At our annual meeting in May 2011, we held advisory (non-binding) votes on the compensation of our named executive officers for 2010 (referred to as the “Say-on-Pay vote”) and on the frequency for holding the Say-on-Pay vote (referred to as the “Say-on-Frequency vote”) as required by the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 (the “Dodd-Frank Act”). In the Say-on-Pay vote, our stockholders voted their approval of our 2010 executive compensation. In the Say-on-Frequency vote, our stockholders expressed a preference for holding such Say-on-Pay votes annually. Accordingly, and in light of the merger and the resulting significant changes to our board of directors, stockholders and management, we are holding advisory Say-on-Pay and Say-on-Frequency votes at the annual meeting in 2012.

Our executive compensation program is administered by the compensation committee of our board of directors. The compensation committee retains the services of an independent compensation consultant to assist with the formulation and administration of the executive compensation program. The compensation committee retained FW

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Cook as its independent compensation consultant after the merger in June 2011. Prior to the merger, Towers Watson was our independent compensation consultant. FW Cook served as consultant to the compensation committee of the Trust prior to the merger.

The compensation committee is responsible for, among other things, reviewing the performance of our named executive officers and determining their compensation. In determining compensation, the compensation committee:

The compensation committee evaluates company and individual performance after the close of the calendar year against pre-established goals and objectives for that year. The compensation committee considers the total compensation of the named executive officer for a particular calendar year to be the base salary paid in that year and the bonus and long-term equity incentive awards that are based on performance during that year but that are determined by them and awarded after the close of the calendar year. Accordingly, the total compensation for a particular year, as considered by the compensation committee, is not necessarily the same as the total compensation for a particular year as presented in the Summary Compensation Table that follows this analysis, which presents equity awards granted in the fiscal year regardless of the year to which performance relates.

Generally, the compensation committee reviews the elements of compensation for our executive officers, including our named executive officers with its compensation consultant on an annual basis in June. This review includes assessing the reasonableness of the compensation levels in keeping with our overall compensation philosophy and their competitiveness with respect to our ability to hire, retain, and motivate key employees. As part of this annual review, the compensation consultant provides the committee with a compensation analysis of our peer group using information found in proxy statements and other SEC filings, and values each component of compensation awarded including base salary, bonus, equity awards, and perquisites. Additionally, the consultant shares with the compensation committee its observations on competitive market trends. The compensation committee considers this analysis along with company business strategies, objectives, and financial condition when setting annual compensation values for each component of total remuneration for the executives. In 2011, the compensation committee did not perform an annual review as described above. Due to the merger, which closed on June 3, 2011, a focus of the compensation committee is to harmonize the two individual companies’ compensation programs with the goal of launching a new comprehensive program in 2012, consistent with the completion of the merger integration efforts.

After the close of the calendar year, the compensation committee evaluates the individual performance of the chief executive officer (co-chief executive officers for 2011) and determines his annual bonus and long-term equity award. The co-chief executive officers did not participate in or influence the decisions of the compensation committee with respect to their compensation. In addition, the compensation committee reviews and discusses the co-chief executive officers’ recommendations concerning compensation of the other named executive officers and certain other senior officers related to company and individual performance. For 2011, both Mr. Moghadam and Mr. Rakowich participated in the company performance review and made joint recommendations to the compensation committee on compensation for executives other than themselves. Mr. Moghadam and Mr. Rakowich attended certain of the meetings of the compensation committee at which compensation matters were discussed but were not in attendance when their own compensation was discussed. The compensation recommendations and performance opinions of Mr. Moghadam and Mr. Rakowich were among the factors considered by the compensation committee in determining the compensation for the other named executive officers and certain other senior officers, but were not the sole factor in any compensation decisions.

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In determining the final compensation payable to all our named executive officers for 2011, the compensation committee evaluated all factors that it deemed relevant in light of our compensation philosophy discussed above, the criteria established for the annual bonus program and the annual long-term equity incentive plan, and the recommendations of our co-chief executive officers. Further, in exercising judgment with respect to the total compensation of each individual named executive officer, other significant factors were considered, including:

Generally, our compensation program employs common elements across our entire senior management team (base salary, annual bonus opportunity, and potential for long-term equity incentive awards). The annual bonus opportunity and the potential for long-term equity incentive awards are determined by performance against company and individual goals and objectives. Differentiation is achieved primarily by the size of the award rather than by the type of award. This approach aligns the objectives of senior management while providing a fair and transparent program that can be easily understood across management levels.

As an employee becomes more senior and his/her responsibilities grow broader in scope, an increasingly greater portion of his/her total annual compensation is at risk as it consists of variable bonus and incentive pay compared to the employee’s base salary. In addition, a larger portion of his/her annual compensation is delivered in the form of equity. We believe this compensation structure aligns such employee’s interests with those of our stockholders.

Additionally, our compensation program includes certain benefits (broad-based, senior level, and change in control). We do not maintain a post-retirement benefit plan for executives, but we do have a 401(k) plan (including matching contributions from us to certain levels) and deferred compensation plans. Our benefit programs are described under “— Executive Summary — Compensation Highlights.”

We do not generally enter into employment agreements, other than change in control or executive protection agreements, with executives. Mr. Rakowich had an employment agreement with the Trust that was entered into in November 2008 when he became the Trust’s chief executive officer. The agreement’s term expired on December 31, 2011. To secure his services through 2012 to assist with merger integration, we assumed Mr. Rakowich’s employment agreement for 2011, as well as his agreement for 2012 that was entered into in January 2011, which provides that Mr. Rakowich will retire at the end of 2012. Mr. Rakowich’s agreements are described in more detail in the narrative discussion that follows the Grants of Plan-Based Awards in Fiscal Year 2011 table and certain provisions of the employment and executive protection agreements are described under Potential Payments Upon Termination or Change in Control.

We award our executives with incentive pay after the end of our fiscal year based on the prior year’s performance. More detail on the specific corporate performance objectives used in determining 2011 annual bonus and long-term incentive payments follows under “— 2011 Compensation Decisions.” We strongly believe that, by providing a pay-for-performance compensation program, we establish and maintain a performance and achievement-oriented environment throughout the organization and attract and retain exceptional talent.

We do not believe that our compensation policies and practices encourage our named executive officers or any of our other employees to take inappropriate or excessive risks. Our compensation committee and audit committee monitor our risk management objectives to ensure that our compensation policies and practices do not materially increase our risk profile with respect to incentivizing our employees, and meet to discuss such objectives. In addition, elements in our compensation program serve to mitigate excessive risk taking—for example, our recoupment policy and our share ownership guidelines.

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Our management provides a quarterly report to the board regarding how the company is performing compared to our business plan and performance measure objectives. Furthermore, we believe that the reviews and other processes performed by our board and the internal management controls we have in place, which include a series of checks and balances with respect to the commitment of capital, further ensure that excessive risk taking is not undertaken.

The compensation decisions with respect to the named executive officers’ compensation for 2011, as presented in the Summary Compensation Table, are discussed below. With respect to Messrs. Sullivan and Nekritz these decisions concern their compensation after joining the company following the merger. With respect to Mr. Rakowich, the terms of his employment agreements with the Trust were assumed as part of the merger. These agreements specified Mr. Rakowich’s base salary, bonus opportunity, and value of long-term equity incentive awards for both the remainder of 2011 and through his retirement which will be effective on December 31, 2012. Discussion of Mr. Rakowich’s compensation is presented separately below because there is only limited discretion that can be applied by the compensation committee in making Mr. Rakowich’s compensation awards.

The annual base salaries for 2011 did not change from the 2010 levels. The annual base salaries for the named executive officers, other than Mr. Rakowich, for 2011 were (annualized for Mr. Sullivan and Mr. Nekritz for the full year):

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For the first half of 2011, performance objectives for the annual bonus program related to successful execution of the merger. For the second half of 2011, goals and objectives were based on specific financial and strategic objectives for the new company, related to the business plan developed after the merger.

The compensation committee approved the measurement of the company’s performance on the following six key performance measures and targets derived from the priorities included in our 2011 business plan. Actual performance against these measures resulted in an overall company performance at the exceed target level.

(a) Performance measure based on core funds from operations (“Core FFO”) for the second half of 2011. Core FFO is a non-GAAP measure used by the company. We provide a reconciliation of Core FFO to GAAP net earnings in Item 7 of our Form 10-K for the year ended December 31, 2011.

(b) Performance measure based on merger integration synergies realized by end of 2011.

(c) Non-financial goals established for the Private Capital group focused on solidifying relationships with fund partners and integration objectives with continued focus on fundraising and rationalization and streamlining of funds.

(d) Original targets for acquisition and development levels were not met due to increased focus on quality returns over volume as environment grew more uncertain.

(e) At risk assets identified as those assets with low-yields. Objectives concerned creating value from these assets through the build-out and lease up of our development projects, as well as monetizing our land through development or sale.

Based upon the achievement of these goals, Mr. Moghadam and Mr. Rakowich recommended to the compensation committee, and the compensation committee approved, a corporate performance rating of exceed target (i.e. between target and maximum). The corporate performance rating was used to calculate the corporate performance portion of the named executive officers’ bonus award based on the pre-established weighting for company performance. The company-wide bonus pool for 2011 was determined by aggregating the target levels for all eligible employees and adjusting this total upwards to reflect the exceed target corporate performance for the year. This adjustment resulted in the funding of the company-wide bonus pool at 150% of the target amount (or 75% of the maximum amount). The amount of the bonus pool awarded to the named executive officers, excluding Mr. Rakowich, was $6,035,750 or 11.5% of the total. See discussion of Mr. Rakowich’s compensation below.

The individual performance component of the bonus award was determined by considering the individual achievements of each of the named executive officers and pre-established weighting between company and individual performance for each officer. Mr. Moghadam and Mr. Rakowich provided assessments of the named executive officers’ performance and achievements, other than themselves, that were reviewed and accepted by the compensation committee. Mr. Moghadam and Mr. Rakowich also provided a self-assessment of the chief executive officer role, which they shared since the merger. The compensation committee considered this self assessment in making their determination with respect to the achievements of the combined chief executive officer role. Specific achievements considered were as follows:

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After assessing the overall performance of the company and the individual performances of the named executive officers and the respective weighting between company and individual performance, the compensation committee determined the final bonus awards for 2011 performance to be as follows (awards for Mr. Sullivan and Mr. Nekritz represent full year awards and Mr. Rakowich’s award is discussed under “— Mr. Rakowich’s Compensation”):

Bonus Exchange Program.    Under the bonus exchange program that is available to all of our officers, the named executive officers may elect to receive all or a portion of their annual bonus for the 2011 performance year (paid in February 2012) in restricted stock units. Restricted stock units awarded under the exchange program are valued at 125% of the cash bonus exchanged and have a three-year vesting period (40%, 40%, 20%).

Mr. Moghadam elected to exchange his entire bonus of $1,518,750 for restricted stock units and received units valued at $1,898,438 (a premium of approximately 125% or $379,688) and no cash payment. Mr. Nekritz elected to exchange half of his $977,000 bonus for restricted stock units and received units valued at $610,625 (a premium of $122,125) and a cash payment of $488,500. While this program may result in additional compensation for those who elect to participate, the restricted stock units are subject to a three-year vesting period. Accordingly, this program serves to further align the interests of our management with the interests of our stockholders while providing retention incentives.

The stock awards and option awards that are included in the Summary Compensation Table for 2011 reflect long-term equity incentive awards that were granted in 2011, regardless of the period to which the awards relate. In making compensation decisions, our compensation committee considers the total compensation for 2011 to be the base salary paid in 2011 plus the bonus award and the long-term equity incentive award that relate to performance in 2011 but that are awarded in February 2012. This total compensation figure is not what is reflected in the Summary Compensation Table for 2011. The discussion below addresses the long-term equity awards granted in 2011 for 2010 performance which is relevant to the amounts reported in the accompanying tables for 2011. Additional discussion is also provided of the awards granted in 2012 for 2011 performance (which will be reported in the tables in next year’s proxy statement) because it is relevant in understanding the compensation committee’s perspective of total compensation.

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Awards Granted in 2011 for 2010 Performance.    The compensation committee makes the annual awards under the long-term equity incentive program in the first quarter of the year based on performance in the preceding fiscal year. Accordingly, awards granted to the named executive officer in February 2011, and included in the Summary Compensation Table for 2011, were based on an evaluation of the company performance for the previous year. Awards made by the Trust to Messrs. Rakowich, Sullivan, and Nekritz before the merger closed are not included in the Summary Compensation Table for and are not discussed here.

In making its decisions with respect to long-term equity incentive awards, the compensation committee reviews and analyzes the company’s three-year TSR relative to a weighted average TSR of two peer groups. In addition to this TSR performance measure, the compensation committee considers each executive’s individual performance and other relevant factors and may in its discretion modify such long-term equity incentive awards by reducing or increasing the final awards based on group and/or individual performance.

The peer groups for the 2010 performance year were the Cohen & Steers Realty Majors and a group of four industrial real estate peers (Duke Realty Corporation, the Trust (our merger partner), First Industrial Realty Trust, Inc., and EastGroup Properties, Inc.). Duke Realty Corporation and the Trust were also in the Cohen & Steers Realty Majors. Companies that comprised the Cohen & Steers Realty Majors for this performance period were:

The combined peer group’s TSR is computed using a weighted average of the TSR of the Cohen & Steers Realty Majors (60%) and the industrial real estate peer group (40%). The compensation committee set the following measures to determine the value of the long-term equity incentive awards:

For the three-year period ended December 31, 2010, the combined peer group’s three-year weighted average TSR was -10.93% while our TSR for the same three-year period was -14.39%, or 346 basis points below the combined peer group’s weighted average, resulting in payout at the below-target level. After considering this result plus other relevant factors, in the compensation committee’s judgment, a long-term incentive equity award pool of greater than 60% of target, but less than 100% of target, was established. This level recognized that, while our overall three-year measure was below the peer group, the company had outperformed in the industrial REIT sector for the past year. Long-term equity incentive awards granted in 2011 were as follows:

In making these award determinations, the compensation committee considered the following achievements for the named executive officers prior to the merger:

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In 2010, the named executive officers and certain other members of executive management receiving a long-term equity incentive award could choose to receive stock options, restricted stock or a combination of both with the restriction that no more than 40% of the award could be in the form of stock options. Restricted stock granted with respect to the long-term equity incentive program in 2011 vests ratably over four years. Stock options awarded under the long-term equity incentive program in 2011 have an exercise price equal to the closing price of our common stock on the date of grant and vest ratably over four years. The vesting periods provide a retention incentive to our executives. The number of stock option grants, which are only of value to our executives if our stock price increases over time, is determined based on the fair value of the option as determined by the Black-Scholes option pricing model.

Awards Granted in 2012 for 2011 Performance.    The methodologies of the two companies differed with respect to long-term equity incentive awards. Further, the compensation committee believed that, although the combined peer group companies originally identified at the beginning of 2011 did include complex publicly traded companies, when taken as a whole, the combined company’s size, breadth, business complexity, and geographic reach were substantially greater than that of the companies making up the combined peer group. Accordingly, for measurement of the new company’s relative performance, a global industrial peer group was identified comprised of the following companies: Global Logistic Properties, Goodman Group, Segro plc, East Group Properties, Inc., First Industrial Realty Trust, Inc., DCT Industrial Trust, and Duke Realty Corporation.

In making its determinations in February 2012 for the 2011 performance year, the compensation committee utilized this newly defined peer group and compared our one-year TSR with the group’s weighted-average one-year TSR (weighted based on market capitalization). The compensation committee used one-year performance rather than three-year performance to focus on performance of the combined company, rather than on historic performance of the two companies. Over the next two years, the compensation committee intends to transition back to measuring three-year historic performance, as the new company gains a longer performance history. For 2011, our TSR outperformed the new peer group by over 300 basis points. Considering the TSR performance, our 2011 financial and qualitative performances measures utilized to determine the annual bonus awards, and the need for consistent treatment of the two employee pools, the compensation committee accepted the recommendations of Mr. Moghadam and Mr. Rakowich and set the long-term incentive equity award pool at 125% of the target pool. The compensation committee then made specific awards to Mr. Moghadam at 160% of target and to Messrs. Sullivan, Olinger, Jaquier, Reilly, and Nekritz at 125% of target. Mr. Moghadam’s award was at the maximum level to reflect his strong leadership of the company in negotiating and closing the merger and throughout the last half of the year in integrating the two companies. The final long-term equity incentive awards were as follows (awards for Mr. Sullivan and Mr. Nekritz represent full year awards and Mr. Rakowich’s award is discussed under “—Mr. Rakowich’s Compensation”):

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All equity awards granted in 2012 are in the form of restricted share units that will be earned ratably over a three-year vesting period based on continued service. Mr. Sullivan will vest in the entire award upon his retirement in May 2012 based on the terms of his executive protection agreement, which is discussed below under Potential Payments Upon Termination or Change in Control. The awards made in 2012 for 2011 are not included in the Summary Compensation Table.

Previously, the named executive officers and other executives receiving a long-term equity incentive award could choose to receive stock options, restricted stock or a combination of both with the restriction that no more than 40% of the award could be in the form of stock options. Effective with the awards made in February 2012 for 2011 performance, the compensation committee chose to award only restricted stock units. The compensation committee decided to grant restricted stock units as opposed to stock options because, due to our status as a REIT, restricted stock units are more aligned with total stockholder return as a result of the high proportion of stockholder value created through the dividend. RSUs allow the holder to share in total stockholder return, both through stock price appreciation, and dividends and are directly aligned with stockholders because they have both upside opportunity, as well as downside risk. Further, RSUs can have a stronger retention incentive because they continue to have some value even if the stock price declines after the grant date.

Performance Share Awards Granted by the Trust.    The compensation program of the Trust prior to the merger included the granting of a target number of performance share awards (“PSAs”) to Messrs. Rakowich, Sullivan, and Nekritz in January 2011. The PSAs could be earned based on the performance of the officer with respect to pre-established goals and objectives for the 2011 performance year. Under terms of the merger agreement, all outstanding awards made by the Trust were assumed including the requirement that the earned amount of PSAs be determined after the end of 2011. Given that the previously established goals and objectives were no longer relevant due to the merger, the compensation committee utilized the same criteria established for the granting of long-term equity incentive awards and awarded earned PSAs at 125% of the original target (adjusted for the merger transaction). The values of the earned PSAs awarded to Messrs. Rakowich, Sullivan, and Nekritz as of February 1, 2011, the date they were awarded by the compensation committee, were at 114% of target for Mr. Rakowich and at 125% of target for Mr. Sullivan and Mr. Nekritz.

Mr. Rakowich was previously the chief executive officer of the Trust and joined us as co-chief executive officer effective with the closing of the merger in June 2011. Mr. Rakowich had an employment agreement with the Trust that was entered into in November 2008 when he became the Trust’s chief executive officer and was effective until December 31, 2011 (the 2011 Agreement). On January 30, 2011, Mr. Rakowich entered into a new agreement that would become effective on January 1, 2012 provided that the merger was completed and that he was still employed on that date (the 2012 Agreement). Under the terms of the 2012 Agreement, Mr. Rakowich waived any right that he would have had to terminate employment with the Trust and receive payments and benefits under the terms of the 2011 Agreement solely because his role with the new combined company would change to that of co-chief executive officer. Mr. Rakowich further agreed that he would retire when the 2012 Agreement term expires on December 31, 2012.

Our board believed that Mr. Rakowich’s continued employment with us after the merger was vital for the successful integration of the two companies and the strategic positioning of the new combined company. Given the desire to have Mr. Rakowich join the new company as co-chief executive officer through the integration period, the company agreed to assume the 2011 Agreement, and Mr. Rakowich was paid under the terms of that agreement for the remainder of 2011. The company also assumed the 2012 Agreement that provided for, among other things, Mr. Rakowich’s retirement at the end of 2012 and waiver of certain rights concerning his employment. Accordingly, Mr. Rakowich became our co-chief executive officer in June 2011, primarily responsible for integration of the real estate portfolios, as well as operations, dispositions, capital deployment, and risk management.

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Mr. Rakowich’s compensation for 2011, as provided in the 2011 Agreement, included an annual base salary of $1,000,000, a target bonus opportunity in the amount of $2,000,000 (set at 200% of his annual base salary), and a long-term equity incentive award target of $7,500,000. In February 2012, the compensation committee awarded Mr. Rakowich a bonus at the target level. Also, in February 2012, the compensation committee granted Mr. Rakowich a long-term equity incentive award valued at $7,500,000 in the form of restricted stock units. This award will vest to Mr. Rakowich upon his retirement based on the terms of the 2011 Agreement. Neither the annual cash bonus, nor the long-term equity incentive awarded to Mr. Rakowich, reflected any of the uplift in the bonus and equity pools resulting from the company and individual performance evaluations.

Impact of 2011 Non-binding Advisory Say-on-Pay Vote.    At our annual meeting in May 2011, our stockholders voted their approval with 84% of the votes cast in favor of our 2010 executive compensation. Even with the strong approval expressed by our stockholders, our compensation committee believes that our compensation programs should be continually evaluated to ensure that the interests of our executives and stockholders are aligned and that the program continues to be effective in meeting its incentive, motivation, and retention objectives. The compensation committee is focusing on harmonizing the two individual company’s compensation programs with the goal of launching a new program in 2012, consistent with the completion of the merger integration efforts.

New Performance Plans.    In December 2011, the compensation committee approved two new performance compensation plans. These plans introduce two new complementary performance elements to our compensation program:

In adopting and implementing these two new plans, the compensation committee intended to further incentivize the management team as a whole to drive the growth of the combined company in the face of the increased challenges of operating a larger and more diverse enterprise following the merger. As part of the process of harmonizing the compensation programs of the two individual companies, the compensation committee adopted these two new performance plans. In previous years, AMB and the Trust had each generally targeted total direct compensation opportunities above market median levels. Going forward, the compensation committee believes that the total direct compensation opportunities for our “core” compensation programs, which include base salary, annual cash bonus opportunity, and annual grants under our long-term equity incentive program, should generally be targeted at the median level with opportunities to reward extraordinary performance through these new performance plans. Another factor considered by the compensation committee is that stock options are no longer expected to be awarded. These new performance plans provide the opportunity to earn additional compensation contingent upon extraordinary performance in a more effective and direct manner than was previously provided through stock options.

The compensation committee believes that these new performance plans provide a balance between annual fixed compensation (base salary) and annual variable compensation opportunities by providing participants with the potential to earn significant incentive-based awards if we achieve superior performance. See additional discussion of these plans and our other equity incentive plans in the narrative discussion that follows the Grants of Plan-Based Awards for Fiscal Year 2011 table.

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Equity Grant Timing.    The company generally grants long-term equity incentive awards in the first quarter of the year after the performance review for the previous year has been completed. We may also make equity awards when an employee begins employment or when an employee is promoted to the officer level. Until February 2012, employees could choose the mix of their long-term equity awards within certain parameters. This choice included receiving restricted shares, stock options, or a combination. After the annual awards were granted in February 2011, we discontinued the practice of awarding stock options and the annual long-term incentive awards granted in February 2012 consisted entirely of grants of restricted stock units. Our bonus exchange program applicable to the bonus awards made in February 2011 allowed our named executive officers and certain other officers to elect to receive a portion of their bonus in stock option grants or restricted stock grants to be awarded as of the same day the bonus was awarded. We discontinued the election to exchange cash bonuses for stock options after the 2011 bonus exchange program. Our 2012 bonus exchange program offered only restricted stock units in exchange for cash bonuses. The exercise price of stock options granted is the closing price on the date of grant. All awards, including stock option awards, must be approved by the compensation committee. All awards are administered by the Human Resources group and the Stock Plan Administration group (which is part of our Legal department) who review the terms and the timing of awards made by the compensation committee to ensure that the awards are in accordance with our long-term incentive plans and our compensation policies.

Impact of Accounting and Tax Treatment.    In designing our executive compensation program, we consider the tax treatment of compensation paid to our executive officers, including bonuses and long-term equity incentive awards, while also seeking to appropriately reward our executives for their performance. Section 162(m) of the Internal Revenue Code limits the tax deduction for compensation paid to the chief executive officer and any of the three most highly compensated executive officers, other than the chief financial officer, employed by publicly held corporations at fiscal year-end to $1.0 million per year, subject to certain performance, disclosure and stockholder requirements. Grants of stock options are intended to qualify as performance based compensation, which is not subject to the Section 162(m) deduction limitation. The compensation committee presently intends that, so long as it is consistent with our overall compensation objectives, to the extent reasonable, all executive compensation will be deductible for federal income tax purposes. The compensation committee, however, may design programs that recognize a full range of performance criteria important to our success, even where compensation payable under such programs may not be deductible. Because we intend to qualify as a REIT under the Internal Revenue Code, we generally distribute at least 100% of our net taxable income each year and therefore do not pay U.S. federal income tax. As a result, and based on the level of cash compensation paid to our executive officers, the possible loss of a federal tax deduction would not be expected to have a material impact on us.

In addition, we have also structured our executive compensation program with the intention that it is either exempt from or complies with Section 409A of the Internal Revenue Code, which may impose additional taxes on our executive officers for certain compensatory arrangements that provide for the payment of deferred compensation that is not either exempt from or in compliance with Section 409A.

Accounting considerations also play a role in the design of our executive compensation program, in particular, Financial Accounting Standards Board’s Accounting Standard Codification (ASC) Topic 718, Stock Compensation, or ASC Topic 718. Currently, we expense our base salary in the year it is earned. We also expense our annual bonus cash compensation in the year it is earned. In accordance with ASC Topic 718, we expense our stock option and restricted stock grants awarded as part of our annual bonus exchange program and long-term equity incentive program over the vesting period of such grants.

COMPENSATION COMMITTEE REPORT

We, the members of the compensation committee of the board of directors of Prologis, Inc., have reviewed and discussed the Compensation Discussion and Analysis set forth above with the management of the company and, based on such review and discussion, have recommended to the board of directors that the Compensation Discussion and Analysis be included in this proxy statement and, through incorporation by reference from this proxy statement, the company’s Annual Report on Form 10-K for the year ended December 31, 2011.

Compensation Committee:

George L. Fotiades (Chair)

Carl B. Webb

William D. Zollars

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SUMMARY COMPENSATION TABLE FOR FISCAL YEAR 2011*